Société générale de financement du Québec amends its agreements regarding ADF Group



    MONTREAL, March 30 /CNW Telbec/ - Société générale de financement du
Québec (SGF) and ADF Group Inc. (ADF) announce the cancellation of certain
residual rights of the parties under the subscription agreement dated April
10, 2001, between SGF Minéral inc., a wholly owned subsidiary of SGF, and ADF,
and to which Au Dragon Forgé Inc., ADF International Inc. and ADF Heavy
Industries Inc. were parties. SGF also announces that the shareholder
agreement dated April 10, 2001, between SGF Minéral inc. and the members of
the Paschini family, ADF's main shareholders, has been cancelled as of March
28, 2007.
    These cancellations put an end to ADF's undertaking to ensure that, as
long as SGF holds 10% of the voting and participating shares of ADF, the
individuals proposed to sit on ADF's board of directors, by SGF alone or
jointly by SGF and the controlling shareholders, be from the list of people
which ADF senior management proposes each year for election to ADF's board of
directors as well as to the undertaking by ADF and its subsidiaries not to
take certain actions or to make certain decisions affecting the conduct of the
business of ADF or its subsidiaries without SGF 's prior approval as long as
it holds 10% of the voting and participating shares of ADF.
    The cancellations also end the undertaking by members of the Paschini
family to vote each year for an individual proposed by SGF to sit on ADF's
board of directors and not to take certain actions or to make certain
decisions affecting the conduct of the business of ADF or its subsidiaries
without SGF 's prior approval so long as it holds 10% of the voting and
participating shares of ADF as well as the right of first refusal in favour of
SGF in the event that the members of the Paschini family sell their ADF
shares.
    SGF has control over 4,700,000 subordinate voting shares of ADF,
representing 28.45% of the shares outstanding.
    SGF's head Office is at 600, rue de la Gauchetière ouest, bureau 1500,
Montréal (Québec) H3B 4L8.

    Société générale de financement du Québec (www.sgfqc.com), an industrial
and financial holding company, has a mission to carry out economic development
projects, with emphasis on the industrial sector, in co-operation with
partners and on standard profitability conditions, in accordance with the
economic development policy of the Québec government.

    About ADF Group

    ADF Group Inc. is a North American leader in the design, engineering,
fabrication and erection of complex steel superstructures as well as
architectural metal work. ADF is one of the few industry players capable of
handling technically complex mega-projects on fast-track schedules for the
commercial, institutional, industrial and public sectors.

    Sources:

    Marie-Claude Lemieux
    Senior Adviser
    Communications and Media Relations
    Société générale de financement du Québec
    Tel.: (514) 876-9368

    Jean Paschini, Chairman and Chief Executive Officer
    Louis Potvin, Chief Financial Officer
    ADF Group Inc.
    Tel.: (450) 965-1911 / 1 (800) 263-7560
    Website:  www.adfgroup.com
    -%SU: TAX
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For further information:

For further information: Marie-Claude Lemieux, Senior Adviser,
Communications and Media Relations, Société générale de financement du Québec,
(514) 876-9368; Jean Paschini, Chairman and Chief Executive Officer, Louis
Potvin, Chief Financial Officer, ADF Group Inc., (450) 965-1911, 1 (800)
263-7560, Website: www.adfgroup.com

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SOCIETE GENERALE DE FINANCEMENT DU QUEBEC

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