INITIATION | COMMENT Tembec Inc. (TSX: TMB) - Investor Village

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INITIATION | COMMENT 125 WEEKS Rel. S&P/TSX COMPOSITE INDEX

10OCT08 - 25FEB11 HI-11FEB11 211.91 LO/HI DIFF 720.43%

135.00 90.00

CLOSE

193.53

45.00 2008 2009 2010 ON D J F M A M J J A S O N D J F M A M J J A S O N D J F

LO-14AUG09 25.83

FEBRUARY 28, 2011

Tembec Inc.

(TSX: TMB)

Under the Radar of Investors, But Not for Long

HI-18FEB11 5.66 LO/HI DIFF1032.00%

5.00 4.00 3.00 2.00

CLOSE

4.95

LO-24JUL09

0.50

1.00

Outperform Above Average Risk Price:

3000

PEAK VOL. 4053.9 VOLUME 921.0

2000 1000

RBC Dominion Securities Inc. Paul C. Quinn, B.Sc.F. (Analyst) (604) 257-7048; [email protected]

Investment Opinion

2009E (2.04) NM (110.0) NM

Adj EPS - FD 2009 2010 2011 2012 EBITDA (MM) 2009 2010 2011 2012

Q1 Q2 Q3 Q4 (0.96)A (0.50)A (0.35)A (0.23)A 0.00A 0.58A 0.12A (0.15)A 0.05E 0.22E 0.12E 0.11E 0.11E 0.35E 0.46E 0.32E (9.0)A 36.0A 35.0E 74.0E

2012E 1.25 4.0x 235.0 3.1x

4.0A 11.0A 35.0E 61.0E

Results shown on a calendar basis. Tembec's fiscal year end is Sept 30.

All values in CAD unless otherwise noted.

100.0 0.00 3.53 80.0 39%

8.00 62% 495 0.0% 1.4x 722

We are initiating coverage on Tembec with an Outperform rating and $8 target.

FY Sep Adj EPS - FD P/AEPS EBITDA (MM) EV/EBITDA

(63.0)A (42.0)A 32.0A 60.0A 28.0E 45.0E 37.0E 63.0E

2011E 0.50 9.9x 143.0 5.0x

Shares O/S (MM): Dividend: BVPS: Float (MM): Debt to Cap:

Price Target: Implied All-In Return: Market Cap (MM): Yield: P/BVPS: Enterprise Val. (MM):

Event

Claire Huxtable, CFA (Associate) (604) 257-7610; [email protected] 2010E 0.55 9.0x 139.0 5.2x

4.95

With a major financial restructuring and a couple of difficult years behind it, we believe Tembec represents an attractive investment opportunity. We see significant upside in the company's: • Leverage to strong dissolving and chemical pulp markets - Tembec’s leading position in several grades of specialty pulp position it to benefit from current very strong prices and a longer term attractive growth profile. The company's lone NBSK mill should also contribute meaningfully in the near term. • Streamlined forest products operations – Tembec has reduced costs and closed underperforming lumber and specialty wood capacity over the past several years, bringing the segment closer to break-even levels despite the exceptionally weak demand environment. As the US housing markets firms through the back half of 2011 and into 2012, we believe improved North American lumber demand, combined with the exceptional growth in Asian markets, will likely lead to significantly higher prices and operating rates while lowering costs further. • Improving paper segment – Tembec's paperboard business is attractive with margins consistently in the mid-teens. The future of the company's newsprint mill is looking brighter with a change in Ontario electricity rules and represents an important home for wood chips produced by area sawmills. • Clean balance sheet – In August 2010, Tembec issued US$255MM of 2018 11.25% Sr. notes. While net debt-to-total capitalization is 39%, net debt to LTM EBITDA is low at 1.7x and we anticipate significant deleveraging in 2011. Our target on Tembec is $8 per share. • Attractive valuation on both short- and long-term metrics – Tembec trades at a discount to its peers on 2011 EBITDA multiples. Our current estimate of the company’s net asset value at $10 per share is roughly double the current share price. On a free cash flow basis, Tembec is trading at 7.7x 2011 FCFPS and only 3.3x 2012. • Earnings leverage is impressive – A US$20/mt change (2.2%) in the company's average realized pulp prices equates to over $24MM in EBITDA (18.0%) and adds roughly $1 to our target. Priced as of prior trading day's market close, EST (unless otherwise noted). For Required Non-U.S. Analyst and Conflicts Disclosures, see page 27.

February 28, 2011

Tembec Inc.

Tembec is proving its worth We rank Tembec shares Outperform, Above Average Risk for the following reasons: • Leverage to strong dissolving and chemical pulp markets to increase cash flow – Tembec’s leading position in several grades of specialty pulp position it to benefit from very strong prices and a longer term attractive growth profile. The company implemented price increases across specialty pulp grades in early 2011 that should support a step-change in cash flow. Tembec’s lone NBSK mill should contribute meaningfully in 2011 and beyond as softwood pulp markets remain tight at near-record prices. • Streamlined forest products operations should generate substantial cash in the longer term – Tembec has reduced costs and closed underperforming lumber and specialty wood capacity over the past several years, bringing the segment closer to break-even levels despite exceptionally weak demand. We expect the US housing market to firm through the back half of 2011 and into 2012, consistent with the current consensus. Improving North American lumber demand, combined with the exceptional growth in Asian markets, will lead to significantly higher prices and operating rates and lowering costs further. We do not believe the current share price allocates any value to this future earnings stream. • Clean balance sheet reduces risk – In August 2010, Tembec took the final step to normalizing its financial structure with the issuance of US$255 million of 2018 11.25% Sr. notes. The note issue replaced the US$300 million term loan that had supported operations following the February 2008 recapitalization. While net debt-to-total capitalization is 39%, net debt to LTM EBITDA is low at 1.7x and we anticipate significant de-leveraging in 2011. There are no major maturities due before 2018. • Good liquidity affords flexibility – Cash balances were adequate at the end of FQ1/11 at $61 million and available credit was $78 million. We believe that Tembec will be able to significantly de-lever its balance sheet over the next two years. Financial flexibility will support capital investment across the platform. Investments in power generation at existing assets in 2011 should cut costs and boost third party energy sales, while shutdowns in Forest Products will trim higher-cost capacity and increase earnings leverage to the gradual recovery in US housing. • Attractive valuation on both short- and long-term metrics – Tembec trades at a discount to its peers on 2011E EBITDA multiples. Our current estimate of the company’s net asset value at $10 per share is roughly double the current share price. On a free cash flow basis, Tembec is trading at 7.7x 2011E FCFPS and only 3.3x 2012E. • Target is $8, representing 60% upside – Our 12-month target of $8 is based on a blended 4.5x valuation multiple on our trend EBITDA estimate of $230 million (85%) and our 2011 EBITDA estimate of $143 million (15%). This value is supported by our estimate of Tembec’s net asset value at $10. Exhibit 1: Pulp is the largest contributor to Tembec sales and EBITDA EBITDA by segment

2,500

300

2,000

200

1,500

100

$MM

$MM

Revenues by segment

1,000

-

500

(100)

-

(200) 2009 2010 2011E 2012E Specialty Pulp, High Yield Pulp & Chemicals Forest Products Paper

2009

2010

2011E

2012E

Specialty Pulp, High Yield Pulp & Chemicals Forest Products Paper

Results presented on calendar rather than fiscal basis. Source: Company reports, RBC Capital Markets estimates

2

February 28, 2011

Tembec Inc.

We believe Tembec has turned over a new leaf Tembec is a large North American manufacturer of dissolving and paper pulp, packaging and paper, lumber and silvichemicals. It operates 22 manufacturing facilities in North America and France and is a leading producer of several types of specialty dissolving pulps and high-yield pulp. Its products are used in the paper, construction, newsprint, packaging, and food and pharmaceuticals markets. The company has traded under the symbol TMB on the TSX since its recapitalization in March 2008. Tembec’s fiscal year ends September 30. Exhibit 2: Tembec at a glance Dissolving and Chemical Pulp F2010 Sales1

High Yield Pulp $829 MM

Share of total sales F2010 EBITDA

42% $117 MM

Margin

14.1%

Capacities

• 310 k mt of dissolving pulp capacity capacity in North America & France

F2010 Sales1

Forest Products $380 MM

Share of total sales F2010 EBITDA

19% $47 MM

Margin

12.4%

• 805 k mt hardwood BCTMP capacity • 3 mills in North America

• 270 k mt NBSK paper pulp • 3 mills (2 in NA, 1 France) • includes results of Chemicals ops,

F2010 Sales1

Paper $434 MM

Share of total sales F2010 EBITDA Margin

22% -$10 MM -2.3%

F2010 Sales

$348 MM

Share of total sales F2010 EBITDA Margin

17% -$2 MM -0.6%

• 425 Mmfbm stud capacity, 3 mills • 955 Mmfbm dimension lumber, 6 mills • 1 remanufacturing mill • 2 specialty lumber mills • 2 engineered wood mills (idled)

• 180 k st coated paperboard (SBS)

• operating at about 50% of capacity

• North American customers accounted

at one mill

• 330 k mt newsprint at one mill, one machine idefinitely idled

produces lignin, ethanol & resins

Description

• #1 producer of cellulous ethers pulp MCC pulp and nitrocellulose pulp

• leading producer of hardwood high yield pulp

for 95% of F2010 sales

• most international porfolio of customers, with over 80% of pulp sales offshore

Source: Company reports, RBC Capital Markets estimates

Exhibit 3: Production Capacity and Location % of North Product

Capacity

American market

Pulp

1,385 k mt

7%

Forest Products (SPF lumber)

1,405 mfbm

2%

510 k mt

na

Paper

Source: Company reports

3

February 28, 2011

Tembec Inc.

Dissolving and Chemical Market Pulp • Segment at a glance: F2010 Sales: $829MM │ Share of total sales: 42% │ F2010 EBITDA: $117MM │ EBITDA margin: 14.1% • Management of the two pulp grades has been split – At the end of F2010, management and reporting of pulp operations was split into two categories to better highlight the performance of the two grades. Specialty and chemical pulp operations, including three mills, were combined with the chemicals group, and high yield pulp operations were grouped together in a new segment. Specialty pulp includes about 300 k mt of specialty and commodity dissolving pulp, along with a small amount (~15 k mt) of fluff pulp. Chemical paper pulp (270 k mt) is produced at the Skookumchuck mill in British Columbia. Segment reporting was adjusted with the FQ111 results. Exhibit 4: Tembec’s dissolving and chemical pulp capacity and North American market share North American Specialty Pulp Producers

Tembec Dissolving & Chemical Pulp Capacity Chemical (paper) pulp

000 mt

NBSK - Skookumchuck, BC

Specialty Dissolving Pulp Market Company

270

Specialty Pulps

Capacity (k mt)

% share

1 Rayonier

476

34%

Specialty cellulose - Temiscaming, QC

160

2 Buckeye

308

22%

Specialty cellulose/fluff - Tartas, France

150

3 Tembec

252

18%

310 Dissolving and Chemical Pulp

Others

580

Total

364

26%

1,400

100%

Source: Company reports, Pulp & Paper Week, RBC Capital Markets estimates

Exhibit 5: Global dissolving pulp market structure and end uses Global dissolving pulp market - 5.2MM mt Specialty Tembec dissolving pulp - 300 kmt Commodity

26%

18% Specialty 82%

Commodity 74%

Global spec ialty DP market - 1.4MM mt Other Casings Industrial 4% 4% viscose

Global specialty DP market by producer

All others

Rayonier

26%

34%

5% Nitrocell. 7%

Acetate

MCC

49%

7% Ethers

Tembec

Buckeye

18%

22%

24% Source: Company reports, RBC Capital Markets

4

February 28, 2011

Tembec Inc.

• Tembec sells two types of dissolving pulp – Dissolving pulp fall into two categories: commodity and specialty, reflecting the degree to which the cellulose has been refined. Tembec’s focus is on specialty pulp, with more than an 80% weighting. Production of Tembec’s commodity dissolving pulp (Temsolv) is about 40-50 k mt and is used to produce rayon. The specialty dissolving pulp market is smaller, but demand and pricing are more stable with higher margins. Since 2008, the dissolving pulp market has grown by 1 million mt, with several further capacity conversions announced recently (Fortress’s Thurso mill conversion for mid-2011, the Gores’ Group resuscitation of the former Weyerhaeuser Cosmopolis mill for May 2011, Stora’s Enso’s likely Russian joint venture and Rayonier’s potential conversion at its Jesup mill). The majority of growth has been in the commodity (rayon) markets. • Barriers to entry into the specialty dissolving pulp market are prohibitive – Demand for specialty dissolving pulp is growing at 2%-3% per year. Tembec is the leading supplier of ethers, microcrystalline and nitrocellulose. Barriers to entry into specialty markets are high, reflecting not only steep capital investment and access to technology and technical know-how, but also longterm, established relationships with customers. End uses for specialty pulp are very specific and have narrow technical specifications. Expanding an existing customer relationship or introducing a new product takes years with incumbents, and would be extremely time consuming for new entrants. • Dissolving pulp markets are exceptionally tight – The vast majority of dissolving pulp is sold under long-term private agreements, making it difficult to reliably track and forecast prices. Commodity dissolving pulp prices are somewhat easier to track, while specialty pulp is particularly opaque. Early in 2011, spot commodity dissolving pulp prices in China (the primary market) topped out at US$2,600/mt as demand ballooned and supply remained flat. Demand for commodity dissolving pulp is driven by rayon production. With export restrictions (India) and poor harvests (Pakistan, China) reducing cotton supply, garment producers are increasingly turning to rayon. We expect demand for rayon will remain at higher levels given the long-term decline in cotton production and rising standards of living in Asia. Early in 2011, Tembec began the process of renewing all its dissolving pulp supply contracts, implementing a ~US$200/mt increase. We expect the increase will be applied to all 2011 dissolving pulp shipments, generating an additional $55 million EBITDA. • Prices for NBSK remain very strong – Tembec produces 270 k mt of NBSK paper pulp at its Skookumchuck mill in British Columbia. Benchmark NBSK prices have remained remarkably strong since hitting their peak of US$1,020/mt in mid-2010. February list prices of US$960/mt are down just US$60/mt, as demand remains robust and slower-than-expected incremental capacity ramp ups have kept inventories low. January softwood pulp stocks were 27 days, well below the ~30 days we believe indicates that supply and demand are in balance. Prices for softwood pulps have been rising in Asia since December and major producers have announced a US$30/mt increase for North America and Europe for March 1. While we forecast average prices of US$915/mt in calendar 2011 and $950/mt in 2012, just below the 2010 average of US$960/mt, we note that risk to these estimates is all to the upside. • Fluff pulp fundamentals are also strong – Tembec produces about 15 k mt of sulphite fluff pulp at its Tartas mill in France, which is marketed as “BioFluff” and earns a premium over benchmark sulphate fluff pulp. Benchmark fluff pulp prices have remained near peak levels of US$1,050/mt since July, falling just US$10/mt in December and remaining there through February. Prices remain strong despite the expected additional capacity in December from the Domtar Plymouth conversion. We expect global demand growth of about 4% per year as demand for hygiene products increases. • Most pulp is sold externally and sales are international – Of total pulp shipments of 1,418 k mt in F2010, just 56.8 k mt of BCTMP pulp and 17.7 kmt of NBSK was consumed by the company’s paperboard operations. The volume of internal consumption was down 11.7 kmt from the prior year. In 2010, 81% of consolidated sales were to customers outside of Canada and the US. This is a greater proportion of international sales than the other segments.

5

February 28, 2011

Tembec Inc.

Exhibit 6: Softwood Pulp market remains tight; fluff pulp running strong NBSK prices have declined modestly from their peak

Softwood pulp stocks are low, hardwood stocks are higher

$/mt

000 mt 2,900

1,100

$/mt 1100 1000

2,400

900

900

1,900

800

1,400

700

700

NBSK

Fluff

600 500

Softwood stocks

Hardwood stocks

Jan-11

Jan-10

Jan-09

Jan-08

Jan-07

Jan-06

Jan-05

Jan-04

Jan-03

400 Jan-02

Jan-11

Jan-09

Jan-07

Jan-05

Jan-03

300

400 Jan-01

900

Jan-99

500

NBSK price

Source: PPPC, RBC Capital Markets estimates

• Two mills in France sold in 2010 –The Tarascon (260 k mt, NBSK) and the St Gaudens (305 k mt, NBHK) mills were sold for €100 million, including €66 million cash and €31 million debt. The EBITDA impact of the sale is about $10MM annually. • We estimate Tembec’s average dissolving and chemical pulp cash costs are ~$800/mt, making current price levels very attractive – We believe current EBITDA margins are 21% (~$150/mt). We forecast 2011 segment EBITDA of $149 million. • Chemicals are a small but stable and profitable business – With the 2010 year-end reorganization, the Chemicals segment has been re-grouped with dissolving and chemical pulp operations. The majority of Chemicals operations transform waste from the pulping process into lignin and ethanol for use in the construction, food and pharmaceuticals industries. Lignin capacity of about 190 kmt is located at the company’s two specialty pulp mills. Ethanol is brewed at a plant in Temiscaming, with an annual capacity of about 12 million litres. The company’s resin production capacity is about 157 kmt located at three stand-alone facilities in Canada with an additional processing facility located in Ohio. • Lignin and ethanol are industrial chemicals – Lignin is used as a binder, dispersant and surfactant in industrial markets such as animal feed, concrete admixture and carbon black. These markets have experienced declines over the past few years. Tembec is a leading supplier of high-purity ethanol to the Canadian vinegar, hygiene and cosmetics markets. • Resin demand is down with the decline of US housing – Resin products are designed for oriented strandboard (OSB) production. OSB is a structural panel used in residential and commercial construction. With the collapse of the US housing market since 2005, demand for resins has declined. While we view the lignin and ethanol businesses as core as they are integrated in the company’s pulp production, we expect the company will look to sell the resin business as the US housing market recovers and demand for OSB improves. We expect the business could fetch $30 million to $40 million (about 4x annual estimated EBITDA). • Chemicals markets are primarily North American – In 2010, 76% of chemicals sales were to North American customers. • FQ1/11 downtime impacts results but clears the way to run hard in FQ211 – Segment EBITDA of $19 million (13% margin) showed a 37% drop from $30 million in the prior quarter (18% EBITDA margin) as chemical pulp shipments fell 13%. Operations ran at 79% of capacity, down from 89% as the company took 5,900 mt of maintenance downtime. Average costs increased 11% to $910/mt, primarily on planned and unplanned downtime. Maintenance at the Tartas mill in France, combined with an equipment failure after the shutdown increased costs by $10 million. Inventories were also built up from previously unsustainably low levels, reducing shipments by 6,500 mt. Inventories ended the quarter at 20 days, up one day from the end of the prior quarter. All-in average realizations increased 1% to $1,061/mt with a $165/mt margin. With planned maintenance downtime now out of the way, the mills are set to run hard in FQ2/11 as dissolving and chemical pulp markets remain very strong. We forecast EBITDA will return to $34 million in FQ2/11 as downtime drops, dissolving price hikes are implemented and chemical prices remain strong.

6

February 28, 2011

Tembec Inc.

Exhibit 7: Historical dissolving and chemical pulp sales, profit, shipments and costs Dissolving & Chemical Pulp

Net Sales

Op Profit

D&A

EBITDA

Shipments

Sales/unit

EBITDA/unit

COGs/unit

($MM)

($MM)

($MM)

($MM)

(000's st)

($/st)

($/st)

($/st)

FQ110

$183

$14

$6

$15

232

$789

$65

$709

FQ210

$206

$30

$7

$37

241

$855

$154

$671

FQ310

$187

$28

$7

$35

198

$944

$177

$753

FQ410

$139

$24

$6

$30

132

$1,053

$227

$823

FQ111

$122

$14

$5

$19

115

$1,061

$165

$910

Source: Company reports, RBC Capital Markets

High-Yield Pulp Is a Hardwood Kraft Pulp Substitute • Segment at a glance: F2010 Sales: $380MM │ Share of total sales: 19% │ F2010 EBITDA: $47MM │ EBITDA margin: 12.4% • Tembec is the leading producer of high-yield pulp in North America – High yield hardwood pulp is produced at three mills in North America. Tembec is the leading producer of high-yield pulp or BCTMP (Bleached Chemi-Thermo-Mechanical Pulp), with a 35% market share in North America and 18% of the global total. High-yield pulp is produced by grinding down wood chips and producing pulp with heat and chemicals. The resulting pulp is weaker (and therefore cheaper) than pulp produced using heat & chemicals alone (ie chemical or kraft pulp) as all wood components – not just fibre – are retained in the process. However, yields are higher, with about 2 m3 of wood required for one tonne of pulp, against 4-5 m3 of wood required for one tonne of kraft pulp. Exhibit 8: Tembec’s High-yield pulp capacity and market share High Y ield Pulp

Tembec High-Yield Pulp Capacity 000 mt

High-Yield Pulp Market Share Company Capac ity % share

BCTMP - Temiscaming, QC

315

1 Tembec

805

18%

BCTMP - Matane, QC

250

2 West Fraser

550

13%

BCTMP - Chetwynd, BC

240

3 APP

380

9%

805

4 Canfor

325

7%

5 Millar Western

310

7%

Total

2,370

54%

Global total

4,360

Source: Company reports, Pulp & Paper Week, RBC Capital Markets estimates

• BCTMP prices have weakened – Benchmark BCTMP prices, in contrast to NBSK, have slid considerably since peaking in mid2010 at US$820/mt (China price). February BCTMP prices averaged US$660/mt, or US$90/mt below Bleached Eucalyptus Kraft (BEK, China) prices. BCTMP prices generally move in-line with BEK prices, but the discount to BEK has widened. We expect either BEK prices will decline or BCTMP prices will rise in the near term as the pricing differential reverts to the mean of US$50 to $60/mt. The company uses BEK delivered China prices as a benchmark. These prices averaged US$757/mt in FQ1/11, down 3% (US$26/mt) from the prior quarter but have stabilized at current levels. • Tembec’s high-yield pulp sales are primarily to China – The greater dependency on Chinese markets has resulted in lower realized BCTMP prices, while suppliers of BEK (primarily Brazilian producers) also sell to customers in Europe and North America. Tembec has recently increased its sales to Europe, but they remain a minority. While the current discount to BEK would support a price increase, the Chinese demand lull through the New Year holiday in February makes a near-term price hike unlikely.

7

February 28, 2011

Tembec Inc.

Exhibit 9: BCTMP and other pulp prices in China are volatile

900

700 US$/mt 500

Jan-11

Jan-10

Jan-09

Jan-08

Jan-07

Jan-06

Jan-05

Jan-04

Jan-03

Jan-02

Jan-01

Jan-00

300

NBSK del China BEK del China BCTMP del China

Source: Valois Vision, RBC Capital Markets analysis

• Shifting capacity also makes the near-term direction of prices unclear – We expect Fortress Paper’s Thurso mill’s mid-year exit from hardwood pulp production may tighten the North American market and lift prices in general, but this may be offset by the re-start of hardwood pulp capacity in Indonesia. We forecast rising BCTMP prices through 2011 with an average of US$720/mt. • Tembec has access to $24 million of Capex funding under the GTP – Based on the amount of black liquor (a pulping byproduct) burned in 2009, the company earned $24 million in credits under the Canadian Green Transformation Program. Credits must be used by March 2012, and applied toward investments that improve energy efficiency of environmental performance. Tembec has allocated $17 million to the Matane methane conversion. We expect returns of 20% on the $24 million total beginning in 2012. • We estimate Tembec’s average BCTMP cash costs are $425/mt– We believe current EBITDA margins are 7% (~$40/mt). We forecast 2011 segment EBITDA of $25 million. • FQ1/11 results were poor, reflecting pressure on the BCTMP market – Results weakened in FQ1/11, with EBITDA falling 46% to $7 million. Total sales increased 3% on 18% higher shipments, but average realizations fell 13% to $549/mt ($38/mt margin). Shipments increased with the Chetwynd, BC mill back in full production through the quarter. A fire in June had shut the mill for two weeks, with normal operations resuming in September 2010. Maintenance downtime in the quarter totalled 1,200 mt, well below 22.7 k mt in the prior quarter, which included 17.4 k mt of downtime at Chetwynd. Production costs declined $9 million, including the impact of a $5 million insurance deductible in the September quarter and the effect of higher productivity in the quarter. We expect BCTMP prices will remain near FQ1/11 levels, and forecast EBITDA of $5 million in FQ2/11. Exhibit 10: Combined relative pulp performance Improving markets have helped Tembec margins sinc e early 2009

50%

OSB EBITDA margin

40% 30% 20% 10% 0% -10% -20%

Tembec

Canfor Pulp

Mercer

Fibrek

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

-30%

Fibria

Source: Company reports, RBC Capital Markets research and analysis

8

February 28, 2011

Tembec Inc.

Exhibit 11: Historical high yield pulp sales, profit, shipments and costs High Yield Pulp

Net Sales

Op Profit

D&A

EBITDA

Shipments

Sales/unit

EBITDA/unit

COGs/unit

($MM)

($MM)

($MM)

($MM)

(000's st)

($/st)

($/st)

($/st)

FQ110

$55

$5

$2

$4

109

$505

$37

$447

FQ210

$88

$9

$2

$11

153

$575

$72

$417

FQ310

$126

$17

$2

$19

200

$630

$95

$437

FQ410

$104

$11

$2

$13

154

$675

$84

$480

FQ111

$100

$5

$2

$7

182

$549

$38

$453

Source: Company reports, RBC Capital Markets

Forest Products are primarily lumber • Segment at a glance: F2010 Sales: $434MM │ Share of total sales: 22% │ F2010 EBITDA: ($10MM) │ EBITDA margin: (2.3%) • TMB has Forest Products operations across Canada – SPF (Spruce Pine, Fir) lumber capacity of 1.4 billion board feet is located at 10 mills in Ontario, Québec and British Columbia. Lumber production is split between dimension lumber (955 Mmfbm) and stud lumber (425Mmfbm). Stud lumber is used exclusively in North American new-home construction for walls and other framing, and is therefore the most exposed to weakness in US housing. In addition, the company has 30Mmfbm of specialty hardwood and 20Mmfbm of specialty softwood (flooring) capacity and two engineered wood mills (which have been idle since 2007). The segment also manages forest operations and wood procurement, harvesting 3.2 million m3 and purchasing 0.7 million m3 in F2010 from third parties. Exhibit 12: North American softwood lumber capacity Capac ity (Bln bf)

Market share

1

West Fraser

6.0

9%

2

Weyerhaeuser

5.4

8%

3

Canfor

5.0

7%

4

GP

2.4

3%

5

Tolko

2.4

3%

6

AbitibiBowater

2.2

3%

7

Sierra Pacific

2.0

3%

8

Hampton Affliates

1.9

3%

9 Tembec

1.4

2%

10 EACOM

0.9

1%

Top 10

29.6

42%

Source: Company reports, RBC Capital Markets estimates

• Low operating rates remain a drag – Shipments of SPF lumber were 787 Mmfbm in F2010, or 49% of capacity (up from 43% in 2009). Low demand with the collapse of the US housing market since 2005 has led to widespread industry rationalization and continuing low operating rates. We believe the industry operated about 60% of capacity in 2010 and will improve only modestly in 2011. U.S. housing starts, the largest single end market for lumber products, averaged 586,000 units in 2010 and we forecast they will rise 20% to 700,000 units in 2011. While this is a large percentage improvement, it will only bring starts to half their long term trend level of about 1.5 million units.

9

February 28, 2011

Tembec Inc.

Exhibit 13: Lumber prices have firmed as industry capacity has declined Lumber prices have recovered from their 2009 lows

Eastern stud premium vs W SPF lumber declined in FQ111

$/mfbm $600

$100

2,000

$500

$60

1,500

$400

$40

1,000

$300

$20

500

$200

-

$100

US Housing Starts

SPF Great Lakes

$80

$Jan-11

Jan-10

Jan-09

Jan-08

Jan-07

Jan-06

Jan-05

Jan-04

Jan-03

Jan-02

Jan-01

Jan-00

$(20) Jan-99

Jan-11

Jan-09

Jan-07

Jan-05

Jan-03

Jan-01

Jan-99

000 units 2,500

Great Lakes studs vs Western SPF dimension lumber

Source: Bloomberg, Random Lengths, RBC Capital Markets analysis

• Export taxes reduce returns to the producer – Virtually all sales are to North American customers, with 65% to Canadian destinations (an unusually high proportion). All of Tembec’s softwood lumber exports to the U.S. are regulated by the Softwood Lumber Agreement. The agreement increases taxes on exports as the benchmark price falls, with taxes currently sitting at their maximum. The current benchmark price is US$297/mfbm, below the US$315/mfbm necessary to reduce the tax to 10% for Western exports and 3% with a 32% market share limit of US consumption for Eastern exports. In addition, Eastern Canadian producers will be subject to an additional 10% ad valorem tax until about mid-2011, reflecting an adverse ruling following a complaint by the US in 2009. A recent ruling by the LCIA (the Agreement’s dispute resolution body) will add another 2.6% ad valorem export tax to lumber shipped from Québec (and 0.1% on US-bound exports from Ontario) until $59 million has been collected. We do not expect a decision from the LCIA on the most recent challenge (initiated January 2011) before July, and anticipate any penalty would apply exclusively to lumber shipped from Western Canadian mills. We expect the penalty would be collected over an extended period of time, reducing its impact on Tembec. • Exports to China have boosted North American benchmark prices but have had less impact on other grades – Exports to China from Western Canadian mills have siphoned off some excess North American supply and have increased prices, particularly for exported grades. Exports to China were about 2.8 billion bf in 2010, up from about 1.1 billion bf in 2009 and virtually nothing in 2007. North American prices have tended to move together, so while Western lumber sales represented only 44% of total sales in 2010 (up from 28% in 2009), Eastern shipments have also enjoyed some benefit. Other grades, including wider lumber and shorter lengths, have not followed the benchmark prices up. • Stud lumber has not performed as well as dimension lumber in recent months – Eastern stud lumber prices were weak in FQ1/11, with the premium to Western SPF dimension lumber falling to just US$41/mfbm for the quarter, down from US$73/mfbm over the first nine months of the year and US$77/mfbm in calendar 2009. Very bad weather in the East brought demand to a standstill, with no upside from a pick-up in home improvement activity or export markets. We expect the premium to Western SPF to remain below historical averages through 2011. • Capex, depreciation are low – Capital expenditures for the segment have averaged less than $7 million over the past three years as the company has held back investing cash given low operating rates. Depreciation has declined steadily from $24 million in 2009 to $16 million in 2010 as capacity has been permanently closed and operating rates have fallen. We expect Capex to remain constrained through 2011. • FQ1/11 results disappoint – Forest Products EBITDA of ($11 million) was down from ($5 million) in the prior quarter despite flat sales. Shipments increased 4% but average realizations fell 4%. The segment operating rate remained very low, running at just 54% of capacity, about the same as 52% in the prior quarter. Reference prices for benchmark Western SPF increased 21% to US$269/mfbm and Eastern SPF was up 11% to US$350/mfbm. Eastern stud prices, however, were up just 5%. Given an unfavourable shift in product mix in the quarter, the total impact of higher prices was just $1 million or $5/mfbm. Costs increased $7 million, including a $3 million unfavourable impact from harvest operations. We forecast stronger lumber prices in early calendar 2011 and better cost control should lift results in FQ2/11 to breakeven EBITDA.

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February 28, 2011

Tembec Inc.

Exhibit 14: Comparative lumber margins Tembec lumber margins remain low er than peers'

30%

10% 0%

margin

Adjusted lumber EBITDA

20%

-10% -20% -30% Margins adjusted for export duties.

Tembec

Canfor

West Fraser

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

-40%

Interfor

Source: Company reports, RBC Capital Markets estimates

Exhibit 15: Historical Forest Products Sales, Profit, Shipments and Costs Forest Products

Net Sales

Op Profit

D&A

EBITDA

Shipments

Sales/unit

EBITDA/unit

COGs/unit

($MM)

($MM)

($MM)

($MM)

(000's mfbm)

($/mt)

($/mfbm)

($/mfbm)

FQ110

$95

($11)

$4

($8)

177

$304

($45)

$242

FQ210

$100

($6)

$4

($3)

177

$323

($17)

$226

FQ310

$126

$2

$4

$6

224

$371

$27

$234

FQ410

$113

($9)

$4

($5)

209

$333

($24)

$246

FQ111

$113

($15)

$4

($11)

218

$311

($50)

$259

Source: Company reports, RBC Capital Markets estimates

Paper segment: a mixed bag and a small part of the picture • Segment at a glance: F2010 Sales: $348MM │ Share of total sales: 17% │ F2010 EBITDA: ($2MM) │ EBITDA margin: (0.6%) • Tembec operates two paper mills – With the permanent closure of the Pine Falls, Manitoba newsprint mill in September 2010 (the mill had been idled through 2010), the company has just one newsprint mill and one coated paperboard mill. The paperboard mill is partially integrated with the Temiscaming high yield pulp mill and also consumes NBSK pulp. The segment includes sales of electricity from a hydro-electric dam in Smooth Rock Falls, ON (a former mill site). Exhibit 16: Tembec Paper segment capacity Paper Coated paperboard

000 mt

Temiscaming, QC

180

Newsprint Kapuskasing, ON

330 510

Source: Company reports, RBC Capital Markets estimates

• North American newsprint demand declines have moderated – After two years of declines in the low double digits, the demand decline accelerated through 2009 to a staggering 25% drop. In calendar 2010, the North American decline moderated to 6.0%, with demand actually increasing 5.5% in calendar Q4/10 over Q3/10. We forecast North American demand will continue to decline 6%8% or 325-425 k mt annually over the medium term. We expect producers will be able to keep pace with demand declines by increasing exports, closing or converting about two average sized paper machines per year, which should support prices. • Increased exports have relieved pressure on the domestic newsprint market – Newsprint exports increased 44% to 2.5 million mt in 2010, taking pressure off domestic markets. Total industry exports represented about 32% of monthly shipments in 2010, up from an average of 23% in 2009 and 26% in 2008. Global demand for newsprint increased 1.1% in 2010.

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February 28, 2011

Tembec Inc.

Exhibit 17: North American vs. Global Newsprint Demand (million mt) MM mt

MM mt 31

14.0 Forecast

12.0

30

2.0

25

-

24

North America

Rest of World

2014E

26

2012E

4.0

2010

27

2008

6.0

2006

28

2004

8.0

2002

29

2000

10.0

Historical and forecast demand for newsprint North America 2000 13.1 2001 11.6 2002 11.4 2003 11.3 2004 11.0 2005 10.4 2006 9.7 2007 8.7 2008 7.7 2009 5.8 2010 5.4 2011E 5.2 2012E 4.8 2013E 4.5 2014E 4.2 2015E 4.0 2011 - 2014 CAGR

% y/y -0.4% -11% -2% -1% -2% -6% -6% -10% -12% -25% -6% -5% -6% -6% -6% -6% -6.0%

Rest of world 26.5 26.1 25.6 26.4 28.1 28.2 29.3 30.0 29.8 26.9 28.2 28.4 29.0 29.5 30.0 30.4

% y/y 6.6% -1.4% -2.2% 3.4% 6.1% 0.6% 3.8% 2.3% -0.5% -9.8% 4.7% 1.0% 1.8% 1.9% 1.5% 1.5% 1.5%

Source: RISI and RBC Capital Markets estimates

• Newsprint prices are stable – Prices for North American benchmark grades were flat at $640/mt in February, the seventh consecutive month at this level. Prices rose steadily for 12 months from their trough of US$435/mt in August 2009 as producers finally managed to curtail enough capacity to get ahead of demand declines. Prices averaged US$605/mt in 2010, up 7% from the prior year. We forecast average prices of US$665/mt in calendar 2011 and US$650/mt in 2012. • Newsprint costs to decline – At current prices we believe the newsprint operation is breakeven and falls in the third quartile of the cost curve. Under the new electricity pricing regime in Ontario, however, we expect costs to fall about $60/mt and the mill to move into the second quartile. The Ontario program offers a rate rebate on electricity consumed during off-peak hours. • Kapuskasing mill provides a home for residuals from four sawmill – While the newsprint operation is breakeven at recent levels and North American demand declines are expected to continue, closing the mill would entail finding a home for wood chip residuals from four sawmills. This would be difficult given low regional demand for chips. The loss of chip sales revenue would further impact the performance of the Forest Products segment. • Coated paperboard markets are strong – Industry order backlogs remained very high at over 4.5 weeks in calendar Q4/10, well above the average of 3.2 weeks over the prior five years. Operating rates averaged a healthy 97% in Q4/10 and full year 2010, up from the low 88% recorded in 2009. After falling off a cliff in Q1/09, quarterly production levels have now recovered to early 2008 levels. • Coated paperboard prices have climbed steadily – Benchmark SBS prices have performed remarkably well over the past two years despite major swings in demand. After orders declined in early 2009, benchmark prices for 16pt SBS dipped just US$20/st over two months to $1,230/st. They began to rise again in April 2010 and have increased 11% or US$130/st to US$1,360/st in February. The coated paperboard market is consolidated, with the top five producers controlling 84% of total capacity. We believe good producer discipline will continue to support prices, and forecast US$1,135/st in 2011 and similar levels in 2012. The type of coated paperboard produced at the Temiscaming mill is a lighter-weight, higher-end product that does not compete directly with products made by the two industry heavyweights, International Paper and MeadWestvaco. Growth for this type of product is typically in-line with GDP rates. • Paperboard sales focused on North American markets – North American customers accounted for 95% of segment sales in 2010, with the US accounting for 74%. All production is sold under longer-term contracts, with mill backorders running at 60 days. End uses include high-end packaging (think perfume), product displays, lottery tickets or other products that require good graphics. • Results improve slightly in FQ111 – Segment EBITDA of $4 million was in-line with the prior quarter, but represented a 4.6% EBITDA margin, up from 4.2% in FQ4/10. Sales revenues declined 9% as shipments of bleached board dropped 11% and newsprint fell 8%. The decrease in shipments was partially offset by an increase in the benchmark prices for both grades: benchmark SBS was up 4% (US$43/st) to US$1,150/st and newsprint was up US$5/mt to US$640/mt. The SBS shipments-tocapacity rate remained high at 92%, but was down from the unsustainable 100%+ rate recorded in the prior two quarters. For newsprint, shipments ran at 69% of capacity, up from 49% in FQ4/10 when the now-closed Pine Falls mill was included in the calculation. Newsprint downtime in FQ1/11 remained high, however, at 22.8 k mt, as one machine at the Kapuskasing mill is

12

February 28, 2011

Tembec Inc.

indefinitely idled. We forecast higher SBS prices, as prior increases are rolled into longer-term contracts and higher newsprint prices, along with stable costs will generate EBITDA of $4 million in FQ2/11.

800

0.0 Jan-00

Prices Demand Exports as a percent of total shipments

SBS prices

weeks of backorder

1.0

Jan-11

900

Jan-10

0%

2.0

Jan-09

-

1,000

Jan-08

5%

3.0

Jan-07

200

1,100

Jan-06

10%

Jan-05

400

4.0

Jan-04

15%

1,200

Jan-03

600

5.0

Jan-02

20%

1,300

Jan-01

800

US$/st

25%

SBS prices have increased & backlogs have recovered 1,400 6.0

Jan-10

1,000

Jan-08

30%

Jan-06

1,200

Jan-04

35%

Jan-02

1,400

Jan-00

000 mt & newsprint price ($/mt)

Exhibit 18: Newsprint prices stable; SBS prices rising steadily

Weeks of backorder

Source: Company reports, RBC Capital Markets estimates

Exhibit 19: Historical Paper Sales, Profit, Shipments and Costs Paper

Net Sales

Op Profit

D&A

EBITDA

Shipments

Sales/unit

EBITDA/unit

COGs/unit

($MM)

($MM)

($MM)

($MM)

(000's st)

($/st)

($/st)

($/st)

FQ110

$79

($3)

$1

($2)

93

$849

($22)

$744

FQ210

$77

($6)

$1

($5)

94

$819

($53)

$749

FQ310

$96

$0

$0

$1

113

$850

$9

$709

FQ410

$96

($3)

$0

$4

109

$881

$37

$699

FQ111

$87

$3

$1

$4

99

$879

$40

$699

Source: Company reports, RBC Capital Markets estimates

Increasing power production offers incremental cash flow • Tembec has invested in incremental green power projects, with potential for more – In addition to the existing, small-scale sales of energy from the Smooth Rock Falls hydro electric dam, Tembec is investing in energy projects to reduce costs and generate excess electricity to sell to the grid. The first of the projects to be completed was the biomass cogeneration project at the Skookumchuck NBSK pulp mill last year, with others either underway or under study. Exhibit 20: Current and potential energy projects Loc ation

Grade

Projec t

Capex

Start up Annual EBITDA

Skookumchuck, BC NBSK

25-30 MW Biomass cogen - new contract

$2MM

Aug-10

$10MM

Matane, QC

BCTMP

Methane biogas to displace fossil fuel

$25MM/Net $1MM

Jun-12

$6MM

Tartas, France

Specialty 8-9 MW Biomass turbine - new contract

$21MM

Jun-12

Approved or c ompleted

$8MM $24MM

Under Study Temiscaming, QC

Specialty 35-40 MW Waste liquor cogen - new contract $160-$170MM

TBD

$35-$40MM

Source: Company reports, RBC Capital Markets

• Green Transformation Program funds will support project at the Matane mill – The company is directing $17 million of its total $24 million Capex credits earned under the Canadian Federal Green Transformation Program to the Methane Biogas project in Matane. Combined with a contribution of $7 million from the provincial government, government funding will cover all but $1 million in project costs. The project will replace fossil fuels with methane, resulting in annual savings of about $6 million, or ~$8/mt of BCTMP production.

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February 28, 2011

Tembec Inc.

• The turbine upgrade at Tartas is the big project for this year – The company plans to invest $21 million in the turbine. The investment is supported by a new electricity sales contract with preferential green energy rates that will offset about $6 million to $8 million in energy costs at the mill. • The largest project under consideration has a two-three year timeframe – The potential cogeneration project at the Temiscaming mill has not yet been approved, and would not be completed before the end of 2014. It has been on the company’s list of potential project list for more than a decade, but will not go forward in the absence of a power purchase agreement with Hydro Québec. It appears progress has been made toward finally securing an agreement, with a provincial call for power generation proposals expected this summer, followed by contract negotiations in the fall. We anticipate power purchase rates under the contract would be ~$110/MWh, in-line with recent agreements. As part of the contract, Hydro Québec would support the necessary capital investments at the mill (about $160 million to replace three small boilers with one large high-pressure boiler). When complete, annual power sales would offset about $40 million in production costs, taking down unit cash costs by $200300/mt. We will not include the project in our model before the company indicates it has signed an agreement with Hydro Québec.

Potential non-core asset sales • Apart from some small exceptions, the majority of the company’s assets are core – Following a series of closures (and bankruptcies) of company assets and joint ventures around the time of the recapitalization, Tembec has reduced and narrowed its manufacturing base. • Resin business and Smooth Rock Falls hydro asset could be sold – Once the recovery in US housing is underway, we would expect the resin business to become more attractive to a potential acquirer. The business makes about $10 million EBITDA and could eventually be sold for about $40 million. The Smooth Rock 5MW hydro asset is located at the site of a now-closed mill. We believe the asset could be sold relatively easily, and expect its sale could generate about $15 million. • There is no timberland left to sell – The company sources the majority of its timber supply from public timberlands under long term licence agreements with provincial governments. While there are a few scraps of private timberland left, their sale would have to be under a sale-and-timber-purchase agreement with little real upside for the company.

Recapitalization • Tembec recapitalized in early 2008 – Given low cash flow and liquidity and little prospect for near-term improvement, in late 2007 the company announced it would recapitalize. The process was completed on February 29, 2008. • Recapitalization turned debt into equity – With the recap, the company traded US$1.2 billion in debt for new equity. Prior shareholders were squeezed down to 5% ownership, with the balance going to former debt holders. The exchange reduced interest on long-term debt from $117 million in F2007 to $33 million in F2009 and $27 million in F2010. The recap was supported by a US$300 million term loan, which was paid off and replaced with the current US$255 million 11.25% bond issue in August 2010. • Write downs, but no closures, accompanied the recap – The company took $804 million in asset write downs, which in turn led to a $33 million reduction in the annual depreciation charge. No capacity closures were announced at the time of the recapitalizations. • Since the recapitalization some assets have been shed – In April 2008, Tembec sold a 20% interest in its dissolving pulp joint venture to partner Aditya Birla for $9 million. Birla, a rayon manufacturer based in India, was the venture’s sole customer. Tembec retains a 5% stake. In February 2009, the Marathon Pulp 50/50 joint venture formed with Kruger in 2000 filed for creditor protection and closed permanently. In Forest Products, the company closed the Mattawa, ON hardwood sawmill, also in February 2009. More recently, it closed the Taschereau stud mill in February 2011, idle since October 2009. The company permanently closed the Pine Falls, Manitoba newsprint mill in September 2010. • April 2009 initiative to generate $100 million in additional liquidity was successful – As part of the initiative, the company reduced headcount by 100 staff positions and sold a number of non-core assets and businesses. Businesses sold included Tembec’s 50% interest in Temrex Forest Products Inc sawmill joint venture for $12 million in September 2009. The company’s sole coated paper mill in St. Francisville, LA, was idled before the recap (July 2007), but the site and assets were finally sold in April 2009 for $16 million. Tembec only received the cash portion of the sale price ($6 million) before the purchaser filed for creditor protection. The purchase of the mill (for $300 million in 2001) and its subsequent operating losses (~$200 million) were likely the single largest factor in forcing the company to recapitalize. • The most important step in the path to stronger finances was the sale of the French mills – The May 2010 sale of the St Gaudens and Tarascon mills for €100 million facilitated the US$255 million bond issue and brought net debt down to 38% at F2010 year end, below the 40% target.

Senior management team, board of directors and institutional ownership The senior management responsibilities were reorganized late in 2010, with high yield pulp operations forming a new segment and the dissolving pulp operations combined with the chemicals group. • James Lopez, President and Chief Executive Officer – Mr. Lopez joined Tembec in 1989 as Manager, Corporate Development. He has been President and Chief Executive Officer of the Corporation since January 2006. Prior to his appointment in January,

14

February 28, 2011



• • • •

Tembec Inc.

2006, he served as Executive Vice President and President of the Tembec Forest Products Group from August 2003 to January 2006. Mr. Lopez also holds a seat on the board of directors of the Forest Products Association of Canada (FPAC) and is a member of the Bi- National Softwood Lumber Council between Canada and the United States. He is currently chairman of the board of directors of FP Innovations and he sits on the President’s Board of Advisors for California University of Pennsylvania. Mr. Lopez is the former chairman of the board of directors of the Ontario Forest Industry Association (OFIA), of the Forest Engineering Research Institute of Canada (FERIC) and of Wood Works Canada Corp. Michel Dumas, Chief Financial Officer – Michel Dumas joined Tembec in 1985 as Controller for the High-Yield Pulp Mill in Temiscaming, Québec. In 1991, he became Vice President, Finance and CFO of Spruce Falls Inc., an affiliate of Tembec, and in 1997 was promoted to Executive Vice President, Finance and CFO of Tembec. Stephen J. Norris, Treasurer since 1994. Chris Black, Executive Vice President, Paper and High Yield Pulp Group, since May 2008 Yvon Pelletier, Executive Vice President, Specialty Cellulose and Chemical Group, since October 2006. Dennis Rounsville, Executive Vice President Forest Products Group, since 1999.

Exhibit 21: Management and institutional ownership Management and Board ownership Common shares

% of shares Options

Total

outstanding

Senior Management James Lopez

CEO

308,176

17,344

Michel Dumas

CFO

223,406

16,485

239,891

Yvon Pelletier

EVP, Specialty Cellulose & Chemical Group

146,342

1,315

147,657

Richard Tremblay Controller Chris Black

EVP, Paper & High Yield Pulp Group

Stephen Norris

Treasurer

Dennis Roundsville EVP, Forest Products Group John Valley

EVP, Business Development

325,520

52,930

4,327

57,257

107,637

1,020

108,657

1,359

2,440

3,799

126,800

2,863

129,663

69,805

10,638

80,443 1,092,887

1.1%

Board of Direc tors James Lopez

CEO

see above

James Continenza Chairman

323,240

Norman Betts

Director

118,764

323,240

James Chapman

Director

116,264

116,264

Francis Scricco

Director

216,264

216,264

Lorie Waisberg

Director

120,264

120,264

James Brumm

Director

119,361

119,361

Luc Rossignol

President, Local 233 CEWP Union

David Steuart

Director

258

119,022

93

93

116,264

116,264 1,130,772

1.1%

Warrants excluded.

Institutional ownership Shares held

% of shares

(MM)

outstanding

Institution #1

20

19.9%

Institution #2

10

9.7%

Institution #3

10

9.5%

Institution #4

9

8.8% 47.9%

Source: Company reports, Thomson One Analytics February 25, 2011, SEDI and RBC Capital Markets estimates

• Senior management and the board of directors hold a combined 2.2% share of Tembec stock. • The top four institutional investors hold a combined 48% of shares outstanding – The largest institutional owner holds a 20% share.

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February 28, 2011

Tembec Inc.

Capital investment, pension and tax pools • Capital investment has been constrained – Tembec invested $25 million in capital projects in fiscal 2010, a significant decline from $42 million in 2009. We believe annual Capex of $35 million to $40 million is required to adequately maintain current facilities. We expect the company to increase Capex spending to $36 million in 2011. • Several major projects are planned for 2011 & 2012 – The Tartas Biomass turbine project has been allocated $13 million in F2011. In addition, the company has planned $22 million in general and maintenance Capex for paper pulp, paper and forest products operations, along with $1 million for the Matane methane project. • Tembec has access to ample tax credits – Tembec’s tax assets are a legacy of the company’s losses prior to the 2008 recapitalization, and can shelter a total of $2.3 billion, or about $600 million in taxes payable. Of these assets, only $27 million related to the French operations appear on the balance sheet. Exhibit 22: Tax assets Expiry

Amount ($MM)

Loss carryforwards - Canada

2014-2030

R&D deductible pool - Canada

Unlimited

364

Tax value of fixed assets - Canada/France Unlimited

604

Loss carryforwards - France

Unlimited

Loss carryforwards - US

2028-2030

995

66 19 2,048

Source: Company reports

• Pension deficit funding an artefact of low interest rates, but not too onerous – As of the last measurement date, Tembec’s pension plan assets of $580 million fell $206 million short of liabilities ($786 million). Pension expense in 2010 was nil, compared to $19 million in the prior year. Over and above the normal pension funding of $10 million to $14 million in EBITDA, as a result of current abnormally low interest rates the company expects to make an additional $15 million excess contribution. The company is exploring potential modification of funding requirements, such as extending the period over which the shortfall must be funded, similar to the agreement AbitibiBowater recently secured from the Ontario and Québec governments. These types of agreements, however, often come with strings attached, and we believe Tembec will be wary of additional government restrictions or oversight. Contributions to other employee future benefit plans are expected to total $3 million in F2011.

Capital structure • The capital structure is uncomplicated – Tembec has one primary debt issue outstanding: the US$255 million 11.25% Senior Secured Notes due 2018. The notes were issued in August 2010, with funds and cash on hand used to repay the balance outstanding under the US$300 million Term Loan. The cash balance had been boosted by the sale of the two French pulp mills. Tembec’s unrestricted US subsidiaries and restricted French subsidiaries are not guarantors of the notes. Moody’s rates the note B3 and S&P has rated them B-. Exhibit 23: Long-term debt Long term debt ($ MM)

Change 2010

2009

Tembec Industries (US$255MM 11.25% Snr sec notes, Dec 2012)

261

-

Tembec Industries (US$300MM Term Loan)

-

328

Tembec Inc. (6% unsecured notes, Sept 2012) Tembec SAS debt

9

6

7

30

Tembec Energie SAS debt

-

Bioenergy debt

-

Other debt Total long term debt Less unamortized financing costs Current portion (included above)

12

14

Tembec Envirofinance SAS debt

8 8

10

10

301

402

13

2009-10

-

288

402

17

19

(114)

Source: Company reports

16

February 28, 2011

Tembec Inc.

• The revolver matures at the end of 2011 – Tembec’s $205 million revolving working capital facility matures in December 2011. The facility is subject to permanent availability reserves of $25 million and US$50 million. The facility has a first priority charge over the receivables and inventories and a second priority charge over the remainder of the majority of North American assets. The company is in the process of replacing it with a new multi-year revolving working capital line. We expect the company will announce the signing of a new ABL agreement within the quarter. At the end of FQ1/11, $78 million of unused credit was available after the $75 million reserve, $34 million letters of credit and $3 million of borrowings. Total liquidity was $139 million with $61 million in cash. • The company has resolved to maintain net debt at or below 40% – As part of its long-term strategy, the company is committed to keeping its net debt below 40%. At FQ1/11 end, net debt was 39%. • French operations rely on separate arrangements – The French operations are supported by factoring agreements. As such, the borrowing base fluctuates periodically, depending on shipments and cash receipts. • There are 100 million shares outstanding – No shares were issued in fiscal 2009 or 2010. • Warrants - There are currently 11 million outstanding warrants. The warrants are convertible into an equal amount of common shares and expire on February 29, 2012. They would be automatically converted into common shares if the 20-day volumeweighted average trading price reaches $12, or immediately prior to any transaction that would constitute a change of control. Exhibit 24: Capital structure

Source: Company reports; Revenues & EBITDA at time of bond issue (Aug 2010)

Trading patterns •

Trading post Feb-2008 recapitalization is in-line with Paper & Forest Products Index – Tembec has moved with the S&P/TSX Paper & Forest Products Index since its February 2008 recapitalization.

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February 28, 2011

Tembec Inc.

Exhibit 25: Trading patterns Tembec value declined steeply between 2000 and 2008

But shares have moved with the S&P/TSX since 2008

$18

1,350

$16

1,200

$14

1,050

$12

900

$10

750

$8

600

$2.00

450

$1.00

350

$-

250

S&P/TSX Paper & Forest Products Index

TMB (LHS)

Dec-10

Sep-10

Jun-10

Mar-10

Dec-09

Sep-09

Jun-09

Mar-08

Jan-11

Jan-10

Jan-09

Jan-08

Jan-07

Jan-06

Jan-05

Jan-04

$Jan-03

550

Mar-09

150 Jan-02

$3.00

Dec-08

300

$2 Jan-01

650

Sep-08

$4

Jan-00

Adjusted R2 = .63 $4.00

450

Recapitalization

TMB (LHS)

750

Jun-08

$6

$5.00

S&P/TSX Paper & Forest Products Index

Source: Thomson ONE, RBC Capital Markets

Valuation • We value Tembec using EBITDA multiples within a range defined by its peer group – We believe a valuation based on a combination of trend earnings and 2011E EBITDA is most appropriate. Our valuation is intended to reflect earnings potential through the business cycle, with less emphasis on current conditions. Our trend EBITDA estimate is $230 million; Target $8.00 • Using mid-cycle pricing and cost assumptions, we arrive at a trend EBITDA estimate of $230 million – Tembec’s current financial performance is well below this level, but commodity prices are rising across the company’s business units. We forecast 2011 EBITDA of $143 million and $235 million in 2012. • We have applied a 4.5x multiple, which is at the low end of the range for Canadian paper & forest product companies (4.5x to 6.0x), to arrive at our target price of $8.00 per share. This target price implies a 7.2x multiple of our 2011E EBITDA and a 4.4x multiple of our 2012E EBITDA. Tembec is currently trading at 5.0x our 2011 estimate and 3.1x our 2012 estimate. These metrics are below Pulp (7.8x 2011, 5.8x 2012), Lumber (6.9x, 3.8x) and Paper (6.7x, 5.2x) companies. Exhibit 26: Range of Valuation Multiples for Tembec on 2011 EBITDA Company

AbitibiBowater

Mercer

West Fraser

Canfor

Catalyst

Canfor Pulp

Interfor

Fortress Papers

ND/ND+E

12%

75%

8%

4%

65%

8%

30%

0%

Dividend Yield

0.0%

0.0%

1.1%

0.0%

0.0%

8.7%

0.0%

0.0%

4.3x

5.4x

6.1x

6.6x

6.9x

7.0x

8.3x

11.5x

Valuation Multiple Implied Tembec EV

$646.4

$811.7

$916.9

$992.1

$1,037.2

$1,052.2

$1,247.6

less Net Debt

$235.0

$235.0

$235.0

$235.0

$235.0

$235.0

$235.0

$235.0

Implied Equity

$411.4

$576.7

$681.9

$757.1

$802.2

$817.2

$1,012.6

$1,493.6

$4.11

$5.77

$6.82

$7.57

$8.02

$8.17

$10.13

$14.94

Implied TMB per share

$1,728.6

Priced as of market close, February 22, 2011. Source: Company reports, Bloomberg, RBC Capital Markets estimates

• In looking at an appropriate valuation multiple for Tembec, we reviewed the current valuations for a number of similar forest products companies – In North America, Fortress Papers, Canfor Pulp, Mercer and West Fraser are the closest comparables. We note that Fortress Papers has exposure to dissolving pulps, but on the commodity dissolving side, not the specialty dissolving grades like Tembec. Fortress’s other businesses – banknote papers and wallpaper – would likely command a higher multiple than Tembec’s Paper, Wood Products and High Yield pulp segments. That said, the current valuation multiple of 11.5x is high as it reflects a dissolving pulp conversion in mid-2011. We believe pure NBSK pulp producers – Canfor Pulp (7.0x 2011 EBITDA) and Mercer (5.4x) – should have a valuation premium due to the limited future capacity additions on the softwood side. Mercer’s valuation is constrained by its high debt level. West Fraser is a large integrated forest products company, like

18

February 28, 2011

Tembec Inc.

Tembec, but with more lumber exposure and less in pulp. We believe that West Fraser should trade at a premium due to the company’s superior lumber margins and low debt level. • We believe West Fraser represents a decent benchmark in the valuation of Tembec – While the two companies are both integrated producers, in 2010 West Fraser’s lumber segment was 56% of sales and 47% of EBITDA while pulp contributed 30% and 41% respectively. Corresponding stats for Tembec would be 19% of sales and (9%) of EBITDA for lumber and 62% of sales for pulp but 125% of EBITDA. Exhibit 27: Net Asset Value for Tembec is $10 Tembec NAV - Based on Comparable Transaction Basis Capacity

Unit Value

Dissolving & Chemical Pulp (000's mt)

Asset Value ($MM)

Skookumchuck, BC

NBSK

270

$700

$189

Temiscaming, Quebec

Spec/vicose

160

$1,200

$192

Tartas, France

Spec/vicose Subtotal

150

$1,200

$180

580

$967

$561

High Yield Pulp (000's mt) Temiscaming, Quebec

BCTMP

315

$300

$95

Matane, Quebec

BCTMP

250

$300

$75

Chetwynd, B.C.

BCTMP

240

$300

$72

805

$300

$242

Subtotal Total Pulp

1,385

$803

Paper (000's mt) Spruce Falls, Ontario

Newsprint

330

$50

$17

Temiscaming, Quebec

Paperboard

180

$400

$72

510

$174

$89

Paper Subtotal Lumber (mmfbm) La Sarre, Quebec

Stud

200

$125

$25

Sennetarre, Quebec

Stud

150

$150

$23

Cochrane, Ontario

Stud

170

$150

$26

Kapuskasing, Ontario

Stud

105

$100

$11

$134

$84

Bearn, Quebec

Random Length

110

$125

$14

Chapleau, Ontario

Random Length

135

$150

$20

Subtotal

625

Timmins, Ontario

Random Length

100

$50

$5

Hearst, Ontario

Random Length

160

$150

$24

Canal Flats, BC

Random Length

180

$200

$36

Elko, BC

Random Length

270

$200

$54

$125

$119

$50

$1

$127

$204

Subtotal Cranbrook, BC

955

Finger-joint Lumber Subtotal

25 1,605

Misc. Wood Products - Engineered Wood plus Pine & Hardwood Misc. Wood Products Subtotal

$10

Chemicals Temiscaming & Tartas

$50

Ethanol/Resins/Lignosulfonates

Asset Value

$1,155

Net Debt (LTD+current debt-cash equivalents)

$227

Working Capital (less cash equivalents)

$228

Pension Deficit

$150

Net Asset Value Shares O/S (MMs) NAV/share

$1,006 100 $10.06

1 – Excludes joint venture capacity. Source: Company reports and RBC Capital Markets estimates

• Our net asset value of $10 per share is based on comparable transactions – We note, however, that a number of these transactions are quite dated and of limited value given changing market conditions. On the specialty pulp side, we understand that the recent sale of Neucel Pulp was done at $300 million or $1,785/mt. Given the current premium for commodity dissolving pulp, we have used a 35% discount on Tembec’s largely specialty dissolving pulp assets. Our NBSK value represents the average

19

February 28, 2011

Tembec Inc.

implied capacity value for pulp companies under our coverage. Using our ascribed asset values, we are effectively valuing Dissolving & Chemical Pulp at 4.6x 2010 segment EBITDA, 3.8x 2011E and 7.6x our estimate of trend EBITDA. • Capacity values imply reasonable EBITDA multiples for High Yield Pulp, Papers & Forest Products - For High Yield pulp, we assign a $300/mt value, which represents 4.8x 2010 EBITDA, 9.8x 2011E and 5.3x trend EBITDA. In using our ascribed asset values, we effectively are valuing Papers at 3.6x 2011E segment EBITDA and Wood Products at 20.8x 2011E segment EBITDA (but 2.1x trend EBITDA). Exhibit 28: Transaction-based asset values Date Pulp

Buyer

Asset

Price

Capacity

Price

(US$MM)

(000 mt)

(US$/mt)

Feb-11

Fulida Group Holdings

Port Alice, CB Specialty DP

300

168

1,785

Sep-10

Gores Group

Cosmopolis, WA, Specialty DP

160

140

1,143

Sep-10

Intl Grand Investments

Woodland, ME NBHK mill

60

395

152

Jul-10

Paper Excellence/APP

Howe Sound Pulp & Paper JV, NBSK mill

58

400

145

Jun-10

Georgia Pacific

626

985

636

May-10

Paper Excellence/APP

Parsons & Wittemore, SBHK & SBHK Tarascon & St Gaudens, FR, NBSK & NBHK

126

565

223

1,330

2,653

501

(C$MM) Lumber

(Mmfbm)

Domtar

EACOM

127

900

141

Jun-07

Domtar - Not completed

Conifex

285

1100

259

May-06

Arbec Forest Products

Jolina Capital

138

337

410

550

2,337

(US$MM) Newsprint

(C$/mfbm)

Jul-10

(000 mt)

235 (US$/mt)

Feb-08

Catalyst Paper

Snowflake, AZ recycled newsprint mill

161

375

Jan-08

White Birch

SP Newsprint

351

1,000

430 350

Feb-06

Public equity market

Catalyst Paper (Norske Skog stake)

376

579

561

888

1,954

454

Source: Company reports and RBC Capital Markets estimates

Exhibit 29: Comparative valuations Rating/

Share

Target

Shares

Market

Enterprise

Price/

Net debt/

Dividend

Risk

Price

Price

Outstanding

Cap

Value

Book (x)

Cap

Yield

EV/EBITDA (x) 2009A 2010E 2011E 2012E

North American and International Comparative Valuations Pulp companies Canfor Pulp

SP/AA

$16.50

$14.00

71.3

1,176

1,221

2.2

8%

8.5%

19.9

5.3

7.2

6.0

Fortress Paper 1 Mercer

SP/AA

$55.40

$50.00

12.0

747

824

3.7

0%

0.0%

32.2

28.4

10.7

6.0

O/Spec

$13.62

$15.00

43.0

426

1,286

1.8

75%

0.0%

Average

31.7

5.8

5.6

5.3

27.9

13.1

7.8

5.8

Lumber companies Canfor

SP/AA

$11.79

$11.00

142.6

1,682

1,739

1.2

4%

0.0%

nm

5.4

6.8

3.6

Interfor

SP/AA

$5.77

$5.50

47.1

272

423

0.8

30%

0.0%

nm

10.1

8.3

4.2

West Fraser

SP/Avg

$46.26

$53.00

42.8

1,981

2,129

1.1

8%

1.2%

Average

24.1

4.9

5.8

3.6

24.1

6.8

6.9

3.8

Paper companies AbitibiBowater (US$)

O/AA

$27.96

$35.00

97.0

2,824

3,344

0.4

12%

0.0%

nm

nm

nm

nm

Catalyst Paper

U/AA

$0.37

$0.10

381.8

139

893

0.3

65%

0.0%

7.3

12.5

6.7

5.2

7.3

12.5

6.7

5.2

nm

5.2

5.0

3.1

Average Tembec

O/AA

$4.95

$8.00

100.0

495

722

1.4

39%

0.0%

1 MERC share price in US$, Market Cap and Enterprise Value in euros. Priced as of market close February 25, 2011. Source: Company reports, RBC Capital Markets estimates

Sensitivities • Earnings are most sensitive to changes in pulp prices – A US$10/mt change in the price of dissolving pulp would change annual EBITDA by $3MM and EPS by $0.03. A similar change in BCTMP pricing changes annual EBITDA by $6MM and EPS

20

February 28, 2011

Tembec Inc.

by $0.06 (note that US$10/mt represents 0.7% of our forecast average 2011 dissolving pulp price and 1.3% of the BCTMP average price). A US$10/mfbm change in the price of lumber (representing about 3.5% of our 2011 forecast average) changes annual EBITDA by $11MM and EPS by $0.11. The impact of a 5% change in volume is more muted for BCTMP and lumber sales, but significantly higher than a US$10/mt price change for dissolving pulp. • Results are also quite sensitive to changes in the Canadian dollar – The company indicates a 1% change in the value of the US dollar against the Canadian dollar moves annual EBITDA by $10MM and EPS by $0.04, with a higher US dollar increasing results (all else being equal, which it never is). The vast majority of pulp, paper and solid wood products are priced in US dollars. The company’s relatively high proportion of lumber sales to Canadian customers moderates the influence of exchange fluctuations to a modest degree. We forecast the Canadian dollar will remain at or near parity through 2011 and 2012. Exhibit 30: Sensitivities Annual EBITDA sensivity to a $10/ton change in pricing or a 5% change in shipments C2011E EBITDA ($MM) Pricing Baseline assumptions

Volume

C2011E EPS ($/share) Pricing

143

Volume 0.50

Dissolving pulp

3

7

0.03

0.07

High yield pulp

6

2

0.06

0.02

11

2

0.11

0.02

Eastern SPF

Source: Company reports, RBC Capital Markets estimates

Risks and Price Target Impediments The primary risks to our forecast include the strength of the dissolving, chemical and high yield pulp markets in the medium term and the timing of the recovery in the US housing market in the longer term. • Pulp demand and prices – A decline in demand for pulp products or a sustained increase in supply would increase pressure on prices and lower forecast EBITDA. This risk is mitigated by the company’s long-term contracts covering ~80% of specialty dissolving pulp production, low global inventories of softwood chemical pulp and growing demand for most grades of pulp and the economic recovery continues to gain traction. With the sale of the two higher cost chemical pulp mills in France, the company has lowered its exposure to more volatile commodity kraft paper pulp grades. • Weak North American housing market – With housing starts of just 586 k units in 2010, demand for lumber and other building products has been reduced to generational lows. While we forecast starts to increase 20% to about 700 k units in 2011, the level of activity remains less than half the long-term trend of 1.5-1.6 million units. Despite the exceptionally low demand environment, Tembec has improved Forest Products segment returns in part through permanent closures of higher-cost capacity. Changes implemented to date should continue to limit losses while demand remains low but at the same time preserving potential to increase production as demand improves. • The pace of the economic recovery – A slower than expected economic recovery would reduce demand for all products. We note, however, that enormous government stimulus injected into the US and global economies has restored stability in credit and financial markets, and improved investor and consumer confidence. Leading economic indicators (including the manufacturing and non-manufacturing PMIs in the U.S.) have shown continuing improvement through early 2011. Demand and prices for pulp are strong and a slew of paper and packaging price increases have been announced, driven in part but increasing costs for energy and chemicals. Bank rates are being kept very low by central banks around the world to support economic activity. TMB’s strengthened balance sheet should support operations through conditioned difficult economic conditions.

21

February 28, 2011

Tembec Inc.

Appendix: Pricing deck Exhibit 31: Historical and forecast commodity prices Current

Previous

Last

Price

Week

Month

Year ago

2005

2006

2007

2008

2009

2010

2011

2011E

2012E

Random Lengths Composite

297

296

304

312

387

326

283

252

222

283

300

290

320

W. SPF 2x4s #2&btr (US$/mfbm)

287

288

307

287

354

296

250

221

182

256

300

260

300

E.SPF 2x4 G.L. (US$/mfbm)

385

379

390

353

419

368

329

305

270

341

383

340

380

SPF 2x4s 8' KD Studs (US$/mfbm)

270

265

268

294

361

289

264

212

185

246

266

250

290

SYP 2x4 West (US$/mfbm)

304

312

321

332

422

329

279

298

242

303

322

320

345

Baby Squares (US$/mfbm)

753

753

753

613

648

673

763

760

753

OSB (7/16", NC, US$/msf)

205

205

211

220

321

218

160

172

163

219

204

215

Plywood (3/8", US$/msf)

310

309

309

322

314

311

344

316

291

324

309

315

345

MDF (3/4", West, US$/msf)

535

535

535

436

416

452

456

513

463

524

535

525

540

NBSK (US$/tonne)

960

960

880

647

824

824

857

718

960

960

915

950

FOEX US NBSK (US$/mt)

960

960

963

864

647

717

819

861

715

955

961

Commodity Lumber

Panels

Pulp

Paper

Packaging

YTD

Forecasts

780 235

NBHK (US$/tonne)

820

820

770

610

656

719

788

608

856

820

780

835

Newsprint (US$/tonne)

640

640

550

610

668

593

701

564

606

640

665

650

FOEX US Newsprint (US$/mt)

627

626

532

580

634

581

672

574

583

626

22.5 lb Directory (US$/ton)

730

740

660

747

750

749

748

708

700

735

745

730

35 lb SC-A (US$/ton)

805

870

740

798

798

751

878

818

791

838

850

845

No.5 40 lb LWC (US$/ton)

855

855

730

861

843

773

950

805

767

855

820

870

20lb. Repro bond, 92 cut size

1,070

1,070

1,010

814

893

958

1,053

1,025

1,071

1,070

1,050

1,050

50 lb Offset, Rolls (US$/ton)

920

920

845

716

813

808

901

836

905

920

920

925

Linerboard (US$/ton)

635

635

575

423

498

527

577

542

620

na

665

675

Medium 26 lb (US$/ton)

605

605

545

392

473

507

556

512

590

na

635

645

627

US/Cdn Exchange Rate

$1.02

$1.02

$1.01

$0.95

$0.83

$0.88

$0.93

$0.94

$0.88

$0.97

$1.01

$1.00

$1.00

Euro/US Exchange Rate

€ 0.73

€ 0.73

€ 0.75

€ 0.73

€ 0.80

€ 0.80

€ 0.73

€ 0.68

€ 0.72

€ 0.75

€ 0.74

€ 0.75

€ 0.74

Source: Pulp & Paper Week, FOEX Indexes Ltd., Random Lengths, Pacific Exchange Rate Service, RBC Capital Markets estimates

22

February 28, 2011

Tembec Inc.

Appendix: Financial Summary Exhibit 32: Financial statements ($ million) Tembec Income Statement

(C$ Millions) To tal Revenue Freight & deductions

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10

Q3 10

Q4 10

2011E

2012E

417

407

451

412

1,687

2009

476

545

444

422

1,887

2010

Q1 11E 458

Q2 11E 467

Q3 11E 476

Q4 11E 472

1,873

2,078 272

54

55

54

49

212

56

70

59

57

242

60

62

64

63

249

Export taxes

1

1

2

2

6

3

3

2

3

11

3

3

3

3

12

5

Cost of Sales

402

372

383

339

1,496

366

394

327

329

1,416

348

338

355

352

1,393

1,486

S,G & A

23

21

21

18

83

19

18

20

18

75

19

19

19

19

76

80

To tal Costs

480

449

460

408

1,797

444

485

408

407

1,744

430

422

441

437

1,730

1,843

EBITDA, adjusted

(63)

(42)

32

60

36

11

139

28

45

35

35

143

235

Depreciation EBIT

(9)

4

18

19

18

15

(81)

(61)

(27)

(11)

(110) 70 (180)

15

14

12

12

53

13

12

12

13

50

64

17

46

24

(1)

86

15

33

23

22

93

171

Interest Expense

5

16

15

13

49

14

14

10

13

Gain (loss) on long term debt

7

(25)

(20)

(16)

(54)

(11)

1

(1)

(6)

(17)

3

-

1

(15)

Income Taxes Other income

-

Earnings from continuing o peratio ns

(96)

Discontinued operations Net Income Average Diluted Shares O /S

(1) (52)

(3) (99) 100

-

1

-

1

(22)

13

2

(39)

(20)

100

100

4 -

(9)

(179)

(9)

(167)

-

12

100

100

-

(20)

-

1

14

4 -

51

11

-

(1)

-

14

50

11

-

51

67

(9)

66

(1)

100

10 -

0 -

(9) -

10 -

1 -

5 -

22 -

5

10 -

22

10 -

1 12 12

40 -

1

40 -

3

-

-

11

50

-

-

11

50

7 125 125

100

100

100

100

100

100

100

100

100

100

Earnings per share FD, reported

($0.99)

($0.38)

($0.17)

($0.09)

($1.63)

$0.00

$0.59

$0.02

($0.12)

$0.49

$0.05

$0.22

$0.12

$0.11

$0.50

$1.25

Earnings per share FD, normalized

($0.96)

($0.50)

($0.35)

($0.23)

($2.04)

$0.00

$0.58

$0.12

($0.15)

$0.55

$0.05

$0.22

$0.12

$0.11

$0.50

$1.25

Gross Margin

(15.1%)

(10.3%)

(2.0%)

1.0%

(6.5%)

6.7%

11.0%

8.1%

3.6%

7.6%

6.1%

9.6%

7.4%

7.4%

7.6%

11.3%

EBITDA Margin

(15.1%)

(10.3%)

(2.0%)

1.0%

(6.5%)

6.7%

11.0%

8.1%

2.6%

7.4%

6.1%

9.6%

7.4%

7.4%

7.6%

11.3%

58.7%

58.4%

57.0%

57.5%

58.2%

38.7%

37.7%

39.1%

43.4%

36.2%

31.2%

30.6%

30.6%

21.2%

8.4%

2.6%

Margins & Metrics

Net Debt/Net Debt + Equity

Source: Company reports and RBC Capital Markets estimates

23

February 28, 2011

Tembec Inc. Tembec Cash Flow Statement

(C$ Millions) Q1 09

Q2 09

Q3 09

Q4 09

2009

Q1 10

Q2 10

Q3 10

Q4 10

2010

Q1 11E

Q2 11E

Q3 11E

Q4 11E

2011E

2012E

Operating Activities Net Income

(99)

(39)

(20)

(9)

(167)

14

50

11

(5)

70

5

22

12

11

50

125

Depreciation, depletion and amortization

18

19

18

15

70

15

14

12

12

53

13

12

12

13

50

64

Other

27

(44)

(25)

(12)

(54)

(7)

(29)

(2)

(10)

(48)

Changes in working capital

14

92

46

(2)

150

(29)

51

-

5

27

(23)

27

16

(17)

(40)

28

19

(8)

(1)

(7)

86

21

2

102

(5)

61

40

7

Operating Cash Flow

-

-

-

-

-

1 3

103

189

Investing Activities (15)

(6)

(6)

(6)

(33)

(5)

(6)

(8)

(8)

(27)

(10)

(10)

Other

10

9

11

1

31

2

88

1

(1)

90

-

-

Investing Cash Flow

(5)

3

5

(5)

(2)

(3)

82

(7)

(9)

63

(10)

(10)

38

(10)

31

(20)

(88)

2

(105)

-

-

-

-

-

7

7

1

264

272

-

-

-

-

-

(3)

(19)

(1)

(3)

(311)

(2)

(317)

-

-

-

-

-

-

2

3

2

(10)

(13)

4

(17)

-

-

-

-

-

-

(100)

(59)

4

(167)

-

-

-

-

-

Capital projects

(8) -

(8) -

(8)

(8)

(36)

(40)

-

-

(36)

(40)

Financing Activities Change in bank loans

8

(5)

Issuance of debt

4

3

-

Reduction of debt

-

-

(13)

(3)

Other

2

(3)

2

Financing Cash Flow

1

(8)

40

(11)

Beginning Cash Change in the Cash Position Ending Cash

22

(12)

1 -

58

16

40

107

58

82

45

122

70

82

58

43

94

(42)

24

67

(25)

24

(37)

77

(52)

(12)

(24)

(15)

51

32

16

40

107

82

82

45

122

70

58

58

43

94

126

126 (1) 125

(3) -

(3) 58

125

67

119

125

245

Source: Company reports and RBC Capital Markets estimates

24

February 28, 2011

Tembec Inc. Tembec Balance Sheet

(C$ Millions) Q1 09

Q2 09

Q3 09

Q4 09

2009

Q1 10

Q2 10

Q3 10

Q4 10

2010

Q1 11E

Q2 11E

Q3 11E

Q4 11E

2011E

2012E

ASSETS Cash & cash equivalents

16

41

105

80

80

43

120

68

56

56

41

92

124

123

123

243

Other current assets

734

650

615

589

589

606

468

477

446

446

483

447

439

455

455

501

Total current assets

750

691

720

669

669

649

588

545

502

502

523

538

564

578

578

743

PP&E, less accumulated depreciation

657

641

626

617

617

605

506

498

494

494

491

489

485

480

480

456

Other non-current assets

10

22

20

19

19

31

61

61

63

63

25

25

25

25

25

25

1,417

1,354

1,366

1,305

1,305

1,285

1,155

1,104

1,059

1,059

1,039

1,052

1,074

1,083

1,083

1,224

Current liabilities

364

367

418

382

382

374

227

259

234

234

252

243

252

250

250

266

Long term debt

427

403

383

364

364

359

333

271

263

263

263

263

263

263

263

239

Other long-term liabilities

263

255

252

255

255

248

232

209

209

209

209

209

209

209

209

209

1,054

1,025

1,053

1,001

1,001

981

792

739

706

706

724

715

724

722

722

714

Total Assets LIABILITIES AND EQUITY Forest Products

Total Liabilities Shareholder equity Total equity Total Liabilities and Equity Book value per share (US$)

363

329

313

304

304

304

363

365

353

353

316

338

350

361

361

510

1,417

1,354

1,366

1,305

1,305

1,285

1,155

1,104

1,059

1,059

1,039

1,052

1,074

1,083

1,083

1,224

$3.63

$3.29

$3.13

$3.04

$3.04

$3.63

$3.65

$3.53

$3.16

$3.38

$3.50

$3.61

$3.61

$5.10

Source: Company reports and RBC Capital Markets estimates

25

February 28, 2011

Tembec Inc.

Valuation Our 12-month target of $8 is based on a blended 4.5x valuation multiple on our trend EBITDA estimate of $230MM (85%) and our 2011 EBITDA estimate of $143MM (15%). This value is supported by our estimate of Tembec’s net asset value at $10. Our target multiple is at the low end of the typical Paper & Forest Products trading range (4.5x to 6.5x) reflecting the company's small capitalization and the weakness in the US housing market.

Price Target Impediment Lower-than-expected global economic growth would result in weaker growth for all types of pulp. A slower than expected recovery in US housing start levels would result in decreased demand and pricing for lumber over the near and medium terms. A weaker-than-expected euro/U.S. dollar exchange rate would decrease potential pulp prices. A stronger-than-expected Canadian dollar would decrease Canadian dollar revenues as most products are priced in U.S. dollars.

Company Description Tembec is a large North American manufacturer of dissolving and paper pulp, packaging and paper, lumber and silvichemicals. It operates 22 manufacturing facilities in North America and France and is a leading producer of several types of specialty dissolving pulps and high-yield pulp. Its products are used in the paper, construction, newsprint, packaging, and food and pharmaceuticals markets.

26

February 28, 2011

Tembec Inc.

Required Disclosures Non-U.S. Analyst Disclosure Paul C. Quinn (i) is not registered/qualified as a research analyst with the NYSE and/or FINRA and (ii) may not be associated persons of the RBC Capital Markets, LLC and therefore may not be subject to FINRA Rule 2711 and NYSE Rule 472 restrictions on communications with a subject company, public appearances and trading securities held by a research analyst account.

Conflicts Disclosures This product constitutes a compendium report (covers six or more subject companies). As such, RBC Capital Markets chooses to provide specific disclosures for the subject companies by reference. To access current disclosures for the subject companies, clients should refer to https://www.rbccm.com/GLDisclosure/PublicWeb/DisclosureLookup.aspx?entityId=1 or send a request to RBC CM Research Publishing, P.O. Box 50, 200 Bay Street, Royal Bank Plaza, 29th Floor, South Tower, Toronto, Ontario M5J 2W7. The analyst(s) responsible for preparing this research report received compensation that is based upon various factors, including total revenues of the member companies of RBC Capital Markets and its affiliates, a portion of which are or have been generated by investment banking activities of the member companies of RBC Capital Markets and its affiliates.

Distribution of Ratings For the purpose of ratings distributions, regulatory rules require member firms to assign ratings to one of three rating categories - Buy, Hold/Neutral, or Sell - regardless of a firm's own rating categories. Although RBC Capital Markets' ratings of Top Pick/Outperform, Sector Perform and Underperform most closely correspond to Buy, Hold/Neutral and Sell, respectively, the meanings are not the same because our ratings are determined on a relative basis (as described above).

Distribution of Ratings RBC Capital Markets, Equity Research Investment Banking Serv./Past 12 Mos. Rating BUY[TP/O] HOLD[SP] SELL[U]

Count

Percent

Count

Percent

699 591 64

51.60 43.60 4.70

201 135 10

28.76 22.84 15.62

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February 28, 2011

Tembec Inc.

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