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Domtar Files Prospectus for SGF to Liquidate Position, 36 million shares

Press release from the issuing company

MONTREAL, Dec. 10 - Domtar Inc. announced today that it has filed a preliminary prospectus with regulatory authorities in Canada and in the United States to allow Societe generale de financement du Quebec (SGF), via its subsidiary Dofor Inc., to sell all of its 36,340,498 common shares of Domtar. This offering, which is subject to regulatory approval, will be made concurrently in Canada and the United States pursuant to the multi- jurisdictional disclosure system and will consist of 18,170,249 units, at $16.50 per unit for an aggregate amount of $299,809,109. Each unit will consist of one common share of Domtar held by SGF and one warrant to purchase one common share of Domtar at a price of $17.55, at any time on or prior to one year from the closing of the offering. The warrants will be issued by Domtar, but the Company will satisfy its obligations to deliver common shares upon exercise of the warrants by delivering common shares currently owned by SGF. If all the warrants are exercised, the aggregate proceeds to SGF would be $618,696,979. Domtar will not receive any of the proceeds from the sale of the common shares or upon exercise of the warrants. A syndicate led by National Bank Financial Inc., CIBC World Markets Inc. and Merril Lynch Canada Inc. is underwriting this secondary offering. "If this offering is completed and all the warrants are exercised, this will mark the end of a relationship of more than twenty years. I want to thank SGF for its support of Domtar's development and growth strategy during this period," said Raymond Royer, President and Chief Executive Officer of Domtar. "Domtar has agreed to create these units in order to ensure an orderly exit, increase the liquidity of its common shares, and minimize the impact of the sale of this block of shares in the market," concluded M. Royer.