IQW Quebecor World

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2007

Commission File Number: 1-14118

QUEBECOR WORLD INC.

 

(Translation of Registrant’s Name into English)

612 Saint-Jacques Street, Montreal, Quebec H3C 4M8

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F o		Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1):          

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Fork 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):          

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                           .

 

 

QUEBECOR WORLD INC.
Filed in this Form 6-K

Documents index

1.  Material Change Report

2.  Redacted Share Purchase Agreement and Excerpts of Implementation Agreement for Reorganization of European Operations

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1.       Name and Address of Company

Quebecor World Inc. 612 St-Jacques Street Montreal, Quebec H3C 4M8

Item 2.       Date of Material Change

November 7, 2007

Item 3.       News Release

A press release was issued by Quebecor World Inc. (“Quebecor World”) on November 7, 2007. A copy of the press release is attached hereto as Schedule A and forms an integral part hereof.

Item 4.       Summary of Material Change

On November 7, 2007, Quebecor World announced that it had entered into a definitive Share Purchase Agreement and Implementation Agreement (the “Agreement”) to sell/ merge Quebecor World’s European operations to and into Roto Smeets De Boer NV (“RSDB”). Under the terms of the Agreement, Quebecor World will retain a 29.9% interest in the merged entity that will be named Roto Smeets Quebecor (“RSQ”). RSQ shares will be listed on Euronext Amsterdam.

Item 5.       Full Description of Material Change

On November 7, 2007, Quebecor World announced that it had entered into the Agreement with RSDB. The aggregate consideration payable by RSDB to Quebecor World in respect of the transaction will amount to approximately € 240 million (US$341 million), subject to certain post-closing adjustments, to be paid in cash, shares and through the assumption of indebtedness by RSDB. Under the terms of the Agreement, RSDB will acquire all shares held by Quebecor World Europe Holding (“QWE”), a wholly-owned indirect subsidiary of Quebecor World, and in return will make payment to Quebecor World of € 150 million (US$213 million) in cash, will issue to Quebecor World a € 35 million (US$50 million) 8-year note, and issue approximately 1.4 million new RSQ shares to Quebecor World representing approximately 29.9% of its share capital post-closing, on a fully diluted basis.

The acquisition is subject to conditions precedent including the approval of RSDB’s shareholders and receipt of clearances from the European Commission (the “Conditions Precedent”). The transaction is not subject to the approval of Quebecor World’s shareholders. Closing is expected to take place by the end of 2007.

In the event that the transaction is not completed as a result of a default of one party (other than as a result of a failure to satisfy the Conditions Precedent or under other limited circumstances), the defaulting party is obliged to pay the other party a break-up fee of € 15 million (US$21 million).

		The Supervisory Board of RSQ will be comprised of five directors. RSDB’s current Chief Executive Officer, John Caris, will lead RSQ and QWE’s senior management team will continue to run operations in each European country from which it currently operates.
		The above summary of the Agreement is qualified in its entirety by reference to the Agreement.

Item 6.       Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7.       Omitted Information

Not applicable.

Item 8.       Executive Officer

For any inquiries with respect to this material change report, please contact Tony Ross, Vice President, Communications, at (514) 877-5317 or (800) 567-7070 or Roland Ribotti, Vice President, Investor Relations and Assistant-Treasurer, at (514) 877-5143 or (800) 567-7070.

Item 9.       Date of Report

November 12, 2007

SCHEDULE A — PRESS RELEASE

See attached.

Quebecor World Inc.

TSX: IQW
NYSE: IQW

Nov 07, 2007 02:30 ET

Quebecor World Announces Sale/Merger of European Business to RSDB and Releases Third Quarter
Results

HIGHLIGHTS

— Sale/merger of European business to RSDB for approximately $341 million

— Transaction will reduce Quebecor World’s debt and is expected to improve financial flexibility

— Creates leading European player in combined Roto Smeets Quebecor

— Revenue of $1.41 billion in third quarter compared to $1.55 billion in third quarter 2006

— Third quarter results include non-cash impairment of assets and goodwill charges of $294 million, primarily related to Europe

— Three-year retooling plan completed with 11 new or relocated presses installed since the end of the second quarter

MONTREAL, CANADA—(Marketwire — Nov. 7, 2007) — Quebecor World Inc. (TSX:IQW)(NYSE:IQW) and RSDB NV announced that they have signed a definitive Share Purchase Agreement (SPA) and Implementation Agreement to sell/merge Quebecor World’s European operations to RSDB Group. RSDB will buy Quebecor World’s European operations and Quebecor World will retain a 29.9% interest in the merged entity that will be named “Roto Smeets Quebecor” (RSQ) and will be listed on Euronext Amsterdam.

Under the terms of the Share Purchase Agreement and Implementation Agreement, RSDB will deliver to Quebecor World, at closing, cash, a note and shares valued in the aggregate at approximately 240 million Euros ($341 million), subject to certain post-closing adjustments. More specifically, the consideration payable to Quebecor World will be comprised of approximately 150 million Euros ($213 million) in cash, a 35 million Euros ($50 million) note, and 1.4 million shares in RSQ representing approximately 29.9% of the issued and outstanding shares of the combined business post-closing.

Completion of the merger is conditional, among other things, on the approval of the shareholders of RSDB and receipt of clearances from the European Commission. Closing is expected to take place by the end of 2007.

“This transaction is a key element of our 5-Point Transformation Plan and is expected to deliver several significant benefits to our shareholders. The sale/merger will improve our balance sheet, and will provide additional financial flexibility and strategic options to create further shareholder value. We believe that it will also enable us to strategically reposition our company to focus on growing earnings within our core business in the Americas, where we are a leader”, stated Wes Lucas, President and CEO Quebecor World. “We are pleased that retaining an investment in RSQ may present an upside opportunity, as Quebecor World will help facilitate the consolidation of the European print industry and the creation of the leading printer in

Europe, which will benefit our customers and employees going forward. Quebecor World and RSQ will also work together in the future to serve global customers”, Mr. Lucas added.

John Caris, Chief Executive Officer of RSDB stated: “The combination of Quebecor World’s European printing business with RSDB will enable RSDB, through its increased scale and broader footprint throughout Europe, to play an important role in the consolidation of the graphic industry in Europe. We see a great opportunity to pool the best practices and extensive industry experience available in the two businesses and to benefit from an attractive range of potential synergies”.

Roto Smeets Quebecor, the new merged company, will become the leading player in the European printing industry, and the leader in the European market. Quebecor World’s European operations currently include 18 printing and related facilities employing approximately 4,000 people in Austria, Belgium, Finland, France, Spain, Sweden, and the United Kingdom. These plants produce magazines, catalogs, retail inserts, direct mail products, book and directories for many of Europe’s leading retailers, publishers and branded goods companies.

RSDB NV (Euronext: RSDB) is a leading European provider of high-value graphic printing services based in Hilversum, The Netherlands. RSDB’s principal business, Print Productions, produces full service gravure and offset printing material, with seven printing facilities in The Netherlands and one printing facility in Hungary, supported by sales offices in seven European countries. RSDB’s Marketing Communications business focuses on marketing communications solutions and customer management processes.

Specifics of the Transaction

The aggregate consideration payable by RSDB to Quebecor World in respect of the transaction will amount to approximately 240 million Euros ($341 million), to be paid in cash, shares and through the assumption of indebtedness by RSDB, subject to certain post-closing adjustments. RSDB will acquire all shares held by Quebecor World Europe Holding (“QWE”), a wholly-owned subsidiary of Quebecor World, and in return will make payment of 150 million Euros ($213 million) in cash to Quebecor World, and will issue a 35 million Euros ($50 million) 8-year note repayable from 2011 to 2015. RSDB will also issue approximately 1.4 million new RSQ shares to Quebecor World representing 29.9% of its share capital post-closing, on a fully diluted basis. RSDB will also assume QWE’s pension, legal, and other liabilities, subject to restrictions in accordance with the terms of agreement.

The acquisition is subject to conditions precedent including the approval of RSDB’s shareholders, and receipt of clearances from The European Commission (the “Conditions Precedent”). The transaction is not subject to the approval of Quebecor World’s shareholders.

The parties have agreed to arrangements for the provision of certain transitional services and procurement arrangements in the period between the closing of the sale/merger until the end of 2008 in order to ensure the smooth transfer of QWE and its business to RSQ.

In the event that the transaction is not completed as a result of a default of one party (other than as a result of a failure to satisfy the Conditions Precedent or under other limited circumstances), the defaulting party is obliged to pay the other party a break-up fee of 15 million Euros ($21 million).

The Supervisory Board of RSQ will be comprised of five directors. Two of the five members of the Supervisory Board will be nominated by QWI. Resolutions of the Supervisory Board are, in general, adopted by an absolute majority. However upon completion of the sale/merger, Quebecor World and RSDB have agreed that certain predefined corporate decisions relating to important strategic matters, such as decisions relating to mergers and acquisitions, the issuance of new shares and the change of the dividend policy, will require a four out of five majority vote.

RSDB’s current CEO, John Caris, will lead RSQ. QWE’s experienced senior management team will continue to run the operations in each European country from which it currently operates. The key members of QWE’s existing senior management team have indicated their support for the transaction and their continued involvement with the combined business. Their local expertise will be a valuable asset of the combination of the companies.

Quebecor World Third Quarter Results

In the discussion of our third quarter 2007 results below, we use certain financial measures that are not calculated in accordance with Canadian generally accepted accounting principles (GAAP) or United States GAAP to assess our financial performance, including EBITDA (earnings before interest, tax, depreciation and

amortization), Adjusted EBITDA and operating income before IAROC (impairment of assets, restructuring and other charges) and goodwill impairment. We use such non-GAAP financial measures because we believe that they are meaningful measures of our performance. Our method of calculating these non-GAAP financial measures may differ from the methods used by other companies and, as a result, the non-GAAP financial measures presented in this press release may not be comparable to other similarly titled measures disclosed by other companies. We provide a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in Figures 5 and 6, “Reconciliation of non-GAAP Measures” of our third quarter 2007 management’s discussion and analysis filed with the Canadian securities regulatory authorities at www.Sedar.com and with the United States Securities and Exchange Commission at www.sec.gov . A copy of our third quarter 2007 management’s discussion and analysis is also available on the Company’s website at www.quebecorworld.com .

Quebecor World Inc. announces that for the third quarter 2007, the Company reported a net loss of $315 million from continuing operations compared to net income of $19 million in the third quarter of 2006. On the same basis, diluted loss per share in the third quarter was $2.42 compared to diluted earnings per share of $0.09 in the third quarter 2006. Third quarter 2007 results incorporated an impairment of assets, restructuring and other charges (IAROC) and a goodwill impairment charge, net of income taxes, of $272 million, or $2.06 per share, compared with $10 million, or $0.08 per share, in 2006 which resulted in a non-cash impact mainly due to the European transaction. Excluding these charges, adjusted diluted loss per share was $0.36 in the third quarter of 2007 compared to adjusted diluted earnings per share of $0.17 for the same period in 2006. Consolidated revenues for the quarter were $1.41 billion compared to $1.55 billion in the third quarter of 2006. Operating income before IAROC and goodwill impairment in the third quarter was $43 million compared to $67 million during the same period last year. On the same basis, EBITDA was $126 million in the third quarter compared to $151 million in the same period last year.

Considering the transaction and evaluation of the Company’s European operations, Quebecor World incurred a non-cash goodwill impairment charge of $166 million, $159 million net of taxes or $1.21 per share. In addition, because of the previously mentioned European transaction with RSDB and because of the retooling plan and the relocation of existing assets in North America, impairment tests were triggered that resulted in an impairment of assets restructuring and other charges of $133 million, $113 million net of taxes or $0.85 per share of which $128 million was a non-cash impairment of long-lived assets.

“Our overall third quarter financial results are disappointing, but we are achieving three key milestones in the third quarter to turn around our business and to grow earnings and cash flow: (1) sale/merger of our European business, (2) refinancing our balance sheet, and (3) completion of the 3-year retooling of our plants. We firmly believe that the sale/merger of our European platform combined with other initiatives will strengthen our balance sheet, give us additional financial flexibility and allow us to focus on our core business in the America’s,” said Wes Lucas, President and CEO, Quebecor World. “Now that our three-year retooling program is completed, we will concentrate on maximizing our cash flow, optimize the value of our asset base, reduce costs and further develop value-added initiatives to ensure we succeed in the marketplace by providing our customers with the best solutions.”

Actions on 5-Point Transformation Plan

Customer Value: During the third quarter, Quebecor World continued to build the capability to increase value to customers by expanding its value-added services. For example, Quebecor World’s multi-channel solution to marketers and retailers offers integrated solutions combining the multiple forms of media across Quebecor World, to support customers as they advertise, prospect for sales, drive store traffic, improve brand awareness and grow their business. As multi-channel marketers continue to target more focused market segments, they require a key partner to provide a complete solution that integrates the multiple channels of catalogs, retail fliers, direct mail, Internet, and other advertising channels, and Quebecor World is positioning itself to be this key partner. The Company remains committed to achieve its objective of $300 million in new and higher margin sales, annual run-rate by year end 2008 from this initiative.

People: This initiative is focused on building high-performance teams and increasing the effectiveness of the organization. During the third quarter of 2007, the Company continued to make progress in training and organizational development. The Company also continues to make progress in making its plants a safer place to work, with 10% fewer accidents in its North American platform in the third quarter.

Execution: Continuous improvements in throughput and waste reduction have been the primary areas of focus as these represent the areas of highest impact with little or no capital requirement. In addition, gains are being recognized through the sharing of improved operating practices across the divisions as the projects integrate across the Company. Latin America will kick off their projects in November 2007 to increase the benefits. Ensuring continued improvements, a total of 153 people have been trained in the Six

Sigma/Lean Manufacturing continuous improvement program. Based on this progress, the Company is on track with projects already implemented or being implemented to have a $100 million in annual improvements run-rate by year end 2008, and expects on the same basis to reach a $35 million run-rate by year end 2007.

Retooling Program: Quebecor World’s three-year retooling initiative was completed in October 2007. This was focused on installing state-of-the-art technology, in fewer but larger facilities, by running faster, more efficient next-generation technology. Since the end of the second quarter, the Company started up 11 new and relocated presses in the North American book, catalog, retail and Canadian platforms, which negatively impacted the third quarter’s results in North America. Management is confident that the Company will benefit from this retooled network in the future.

Given the substantial amount of investment during the last three years as part of the retooling program and the fact that the European operations will no longer be consolidated, additions to property plant and equipment are expected to be in the range of $100-to-$150 million per year for the next two years and normalized longer term to the level of $150-to-$200 million per year.

Balance Sheet: Quebecor World is committed to a long term solution to strengthen its balance sheet and ensure financial flexibility. The European transaction supports this initiative. During the quarter, Quebecor World also announced a full repurchase of its 8.42%, 8.52%, 8.54% and 8.69% Private Notes. Other initiatives are being planned to further strengthen the balance sheet.

North America

North American revenues for the third quarter of 2007 were $1.10 billion, down from $1.24 billion in 2006. Excluding the effect of currency translation and the unfavourable impact of paper sales, revenues decreased by 5.5% in the third quarter. Revenues in the North American segment continued to be impacted by the increase in retooling in the third quarter (11 new and relocated press start-ups), soft volumes and negative price pressures. Due to a very strong Canadian dollar, the Canada group continued to be affected by less favourable foreign exchange contracts on sales to its U.S. customers. Operating income in North America was impacted by the highly competitive market conditions as well as by inefficiencies and costs related to the finalization of the Company’s retooling plan during the third quarter of 2007. The decrease was partly offset by the benefits from the retooling completed in 2006 and cost reductions in the Book & Directory and Magazine groups.

Europe

European revenues for the third quarter of 2007 were $243 million, down from $244 million in 2006. Excluding the impact of currency translation and paper sales, revenues were down 6.3% for the third quarter compared to the same period in 2006. Overall, the volume decrease experienced in Europe was mostly the result of the disposal of the Lille and the Strasbourg French facilities, as well as press start-up inefficiencies and equipment transfers. This shortfall was partly offset by increases in facilities re-equipped with new presses in Austria, Spain and Belgium, with Belgian volume up almost 45% from the nine month period compared to 2006.

Latin America

Latin America’s revenues for the third quarter of 2007 were $75 million, up from $61 million in 2006. Excluding the impact of foreign currency and paper sales, revenues for the third quarter of 2007 were up 5.7% compared to last year. Significant revenue increases from Colombia and Mexico, during the third quarter were the result of growing volume. The increase in Colombia and Mexico mostly came from export sales of bibles and directories, respectively. However, the impact of these increases in volume on operating income was partly offset by less favourable pricing on the bibles during the quarter.

Year-to-date

For the first nine months of 2007, Quebecor World reported a net loss from continuing operations of $374 million or a diluted loss of $2.96 per share, compared to net income from continuing operations of $19 million or a diluted loss of $0.06 per share for the same period in 2006. The results for the first nine months of 2007 included impairment of assets, restructuring, and other charges (IAROC) and goodwill impairment (net of taxes) of $321 million or $2.43 per share compared to $54 million or $0.42 per share in 2006 which resulted in a non-cash impact mainly due to the European transaction as discussed above. Excluding impairment of assets, restructuring, and other charges (IAROC) and goodwill impairment (net of taxes), adjusted diluted loss per share was $0.53 for the first nine months of 2007 compared to adjusted diluted

earnings per share of $0.36 in the same period of 2006. On the same basis, adjusted operating income in the first nine months of 2007 was $88 million compared to $167 million in 2006. This decrease reflects lower revenues from plant closures, and restructuring programs as well as the effect of the poor European market conditions, which offset the increased profits in divisions where the retooling has already been completed, such as the U.S. Book and Magazines Divisions. Consolidated revenues for the first nine months of 2007 were $4.17 billion compared to $4.47 billion in the same period of 2006.

Dividend

The Board of Directors of Quebecor World Inc. declared today a dividend of CA$0.3845 per share on Series 3 Preferred Shares and CA$0.43125 on Series 5 Preferred Shares. The dividends are payable on December 1, 2007 to shareholders of record at the close of business on November 19, 2007.

Full Financial Information

Management Discussion and Analysis (“MD&A”)

Financial statements are available on the Company’s website and through the SEDAR and SEC filings

SEDAR web address: www.sedar.com

SEC web address: www.sec.gov

Conference Call

Quebecor World to include slide presentation in its Quarterly Investor Conference Call

Quebecor World to Webcast Investor Conference Call and Presentation on November 7, 2007

Quebecor World Inc. will broadcast its third quarter conference call live over the Internet on November 7, 2007 at 8:30 AM (Eastern Time).

The conference call and accompanying PowerPoint presentation will be broadcast live and can be accessed on the Quebecor World Website:

http://www.quebecorworldinc.com/main.aspx?id=209

The presentation and an archive of the Webcast will be available on the Quebecor World Web site following the conference call.

Prior to the call please ensure that you have the appropriate software. The Quebecor World web address listed above has instructions and a direct link to download the necessary software, free of charge.

Anyone unable to attend this conference call may listen to the replay tape by phoning 1-877-293-8133 or 403-266-2079 — passcode 516211#, available from November 7, 2007 to December 7, 2007.

For the European transaction the conversion rate of Euros into U.S. dollars was at an exchange rate of $1.4219 U.S. dollars for one Euro.

Forward looking statements

This press release may include “forward-looking statements” that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including statements regarding the prospects of the industry and prospects, plans, financial position and business strategy of Quebecor World Inc. (the “Company”), may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation and regulations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company’s business. For example, they do not include the effect of dispositions, acquisitions, other business transactions, asset writedowns or other charges announced or occurring after

forward-looking statements are made.

Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements. For more information on the risks, uncertainties and assumptions that could cause the Company’s actual results to differ from current expectations, please refer to the Company’s public filings available at www.sedar.com , www.sec.gov and www.quebecorworld.com . In particular, further details and descriptions of these and other factors are disclosed in the “Risks and Uncertainties related to the Company’s business” section of the Company’s Management’s Discussion and Analysis for the year ended December 31, 2006, and the “Risk Factors” section of the Company’s Annual Information Form for the year ended December 31, 2006.

The forward-looking statements in this press release reflect the Company’s expectations as of November 7, 2007 and are subject to change after this date. The Company expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by the applicable securities laws.

About Quebecor World

Quebecor World Inc. (TSX:IQW)(NYSE:IQW) is a world leader in providing high-value, complete marketing and advertising solutions to leading retailers, catalogers, branded-goods companies and other businesses with marketing and advertising activities, as well as complete, full-service print solutions for publishers. The Company is a market leader in most of its major product categories, which include advertising inserts and circulars, catalogs, direct mail products, magazines, books, directories, digital premedia, logistics, mail list technologies and other value-added services. Quebecor World has approximately 27,500 employees working in more than 120 printing and related facilities in the United States, Canada, Argentina, Austria, Belgium, Brazil, Chile, Colombia, Finland, France, India, Mexico, Peru, Spain, Sweden, Switzerland and the United Kingdom.

Web address: www.quebecorworld.com

Quebecor World Inc.
Financial Highlights

(In millions of US dollars, except per share data)
(Unaudited)

EBITDA: Operating income before depreciation and amortization.
IAROC: Impairment of assets, restructuring and other charges.
Adjusted: Defined as before IAROC and before goodwill impairment charge.
Debt-to-Ajusted-EBITDA ratio: Total debt divided by Adjusted EBITDA.
Interest coverage ratio: Adjusted EBITDA divided by financial expenses.

(i)		Margins calculated on revenues.
(ii)		Cash provided by operating activities, less capital expenditures and preferred share dividends, net of proceeds from disposals of assets and proceeds from business disposals.
(iii)		Prior periods amount have been revised. See Note 12 to Consolidated Financial Statements.

(iv)

For continuing operations.

For more information, please contact

Quebecor World Inc.
Tony Ross
Vice President, Communications
514-877-5317
800-567-7070

or

Quebecor World Inc.
Roland Ribotti, Vice President, Investor Relations
and Assistant Treasurer
514-877-5143
800-567-7070

7 November 2007

RSDB N.V.

and

QUEBECOR WORLD EUROPEAN HOLDING S.A.

and

QUEBECOR WORLD INC.

and

QUEBECOR WORLD ISLANDI EHF

SHARE PURCHASE AGREEMENT

TABLE OF CONTENTS

Clause		Headings		Page
1.		INTERPRETATION			2
1.1		Definitions			2
1.2		Shares			10
1.3		Singular, plural, gender			11
1.4		References to persons and companies			11
1.5		References to subsidiaries and holding companies			11
1.6		Schedules etc.			11
1.7		Information			11
1.8		Legal terms			11
1.9		Currency conversion			11
2.		AGREEMENT TO SELL THE SHARES AND THE SPV SHARES AND TO ASSIGN THE PROMISSORY NOTES			12
2.1		Sale of the Shares and the SPV Shares			12
2.2		Local Transfer Documents			12
2.3		Assignment of the Promissory Notes			12
2.4		Intercompany debt			13
3.		CONSIDERATION			13
3.1		Consideration			13
3.2		Allocation of Consideration			14
3.3		Adjustment to Consideration			14
4.		CONDITIONS			14
5.		CLOSING			14
5.1		Pre-Closing notifications			14
5.2		Date and place of Closing			15
5.3		Closing events			15
5.4		Breach of Closing obligations			15
6.		POST-CLOSING ADJUSTMENTS			16
6.1		Preparation of Closing Accounts			16
6.2		Preparation of Closing Statement			16
6.3		Determination of Closing Statement			16
6.4		Working Capital Adjustment			16
6.5		Closing Net Indebtedness Adjustment			16
6.6		Set-off of adjustment payments			16
7.		WARRANTIES			16
7.1		QWI Warranties			16
7.2		Disclosure against the QWI Warranties			17
7.3		Notification of breach of the QWI Warranties by QWI			18
7.4		Updating of the QWI Warranties to Closing			18
7.5		QWI Covenants			18
7.6		RSDB Warranties			19
7.7		Disclosure against the RSDB Warranties			19
7.8		Notification of breach of the RSDB Warranties by RSDB			20
7.9		Updating of the RSDB Warranties to Closing			20
7.10		RSDB Covenants			20

Clause		Headings		Page
8.		CLAIMS			20
8.1		Notification of potential claims by RSDB			20
8.2		Notification of potential claims by QWI			20
8.3		Commencement of proceedings			21
8.4		Notification of Claims			21
8.5		Investigation by QWI			21
8.6		Investigation by RSDB			21
8.7		Conduct of QWI Third Party Claims			22
8.8		Conduct of RSDB Third Party Claims			22
9.		GUARANTEE			23
10.		MISCELLANEOUS PROVISIONS			23
10.1		Further assurance			23
10.2		Retention of records			24
10.3		Assignment			24
10.4		Variation			24
10.5		Third party rights			24
10.6		Time of the essence			25
10.7		Method of payment			25
10.8		Costs			25
10.9		Notarial fees, registration, stamp and transfer taxes and duties			25
10.10		Interest			26
10.11		Insurance			26
10.12		Release of Guarantees			26
10.13		Reasonableness			27
10.14		Whole Agreement			27
10.15		Notices			27
10.16		Invalidity			28
10.17		Counterparts			28
10.18		Arbitration			28
10.19		Governing law			28
SCHEDULE 1 - DETAILS OF THE QWE GROUP					30
SCHEDULE 2 - DETAILS OF QWE GROUP PROPERTIES AND MACHINERY					35
SCHEDULE 3 - DETAILS OF THE RSDB GROUP					40
SCHEDULE 4 - QWI SENIOR MANAGEMENT					42
SCHEDULE 5 - RSDB SENIOR MANAGEMENT					43
SCHEDULE 6 - CLOSING OBLIGATIONS					44
SCHEDULE 7 - CLOSING STATEMENT					48
SCHEDULE 8 - QWI WARRANTIES					59
SCHEDULE 9 - QWI, QWE, QWICE AND CANADA SPV LIMITATIONS ON LIABILITY					61
SCHEDULE 10 - RSDB WARRANTIES					66
SCHEDULE 11 - RSDB LIMITATIONS ON LIABILITY					69
SCHEDULE 12 - PRE-CLOSING REORGANISATION					70
SCHEDULE 13 - FORMS OF THE PROMISSORY NOTES					72
SCHEDULE 14 - EXCLUDED MATTERS					78

THIS DEED (the “ Agreement ”) is made on 7 November 2007

BETWEEN:

(1)		RSDB N.V. , a public limited company incorporated under the laws of The Netherlands with its corporate seat in Hilversum, the Netherlands (“ RSDB ”);
(2)		QUEBECOR WORLD EUROPEAN HOLDING S.A. , a company incorporated under the laws of Luxembourg with its corporate seat at 56, Boulevard Napoléon 1er, L-2210 Luxembourg (“ QWE ”);
(3)		QUEBECOR WORLD INC ., a company incorporated under the laws of Canada with its corporate seat in Montreal, Canada (“ QWI ”); and
(4)		QUEBECOR WORLD ISLANDI EHF , a company incorporated under the laws of Iceland with its corporate seat in Iceland (“ QWICE ”).

The parties to this Agreement are hereinafter collectively referred to as the “ Parties ” and individually as a “ Party ”.

WHEREAS:

(A)		RSDB is a public company listed under Next Prime by Euronext Amsterdam N.V. (“ Euronext Amsterdam ”). RSDB is a leading printing company in gravure and offset in the Netherlands exporting products to various European countries. As at the date of this Agreement, the authorised share capital of RSDB is € 85,000,000 comprising 8,500,000 ordinary shares with a nominal value of € 5 each (the “ Ordinary Shares ”) and 8,500,000 preference shares with a nominal value of € 5 each (the “ Preference Shares ”). As at the date of this Agreement, a total number of 3,290,275 Ordinary Shares are in issue and remain outstanding (the “ Outstanding Shares ”) and 3,143 Outstanding Shares are held by RSDB in treasury (the “ Treasury Shares ”). RSDB has not issued any Preference Shares.
(B)		QWI is a public company listed on both the Toronto Stock Exchange and the New York Stock Exchange. QWE, a wholly owned subsidiary of QWI, operates printing plants in France, Belgium, the United Kingdom, Spain, Sweden, Finland and Austria through a number of subsidiaries and joint venture companies as listed in Part 2 of Schedule 1 (Details of the QWE Group) and, following the Pre-Closing Reorganisation, including the SPV.
(C)		RSDB, with the approval of its Supervisory Board, has offered to purchase the QWE Group Companies on a debt free basis (the “Acquisition” ) and QWI has accepted such offer subject to the terms of this agreement. RSDB and QWI intend to effect the Acquisition through the acquisition by RSDB of the shares in the QWE Group Companies from QWE and Canada SPV (as defined below) for cash consideration and the assignment (i) by QWI to RSDB of a € [INTENTIONALLY DELETED] promissory note issued by Quebecor World France S.A. (the “ QWI France 1 Promissory Note ”); (ii) by QWI to RSDB of a € [INTENTIONALLY DELETED]promissory note issued by Quebecor World France S.A. (the “ QWI France 2 Promissory Note ”); and (iii) by QWICE to RSDB of a € [INTENTIONALLY DELETED] promissory note issued by Helio Charleroi, S.A. (the “ QWICE Belgium Promissory Note ”) (together the “ Promissory Notes ”) in exchange for the issue by RSDB of 1,403,413 new Ordinary Shares, representing 29.9 per cent. of the enlarged issued share capital of RSDB on Closing, with a nominal value of € 5 each (the “ New Ordinary Shares ”) to QWI and, subject to certain adjustments, for a balancing cash

		payment in the aggregate amount of € [INTENTIONALLY DELETED] to QWI and QWICE. The New Ordinary Shares will be treated as fully paid up through a set-off of the obligation of QWI to pay up the New Ordinary Shares issued to it, with part or all of the obligation of RSDB to pay the purchase price for the QWI France 1 Promissory Note and the QWI France 2 Promissory Note to QWI, which respective obligations are in the same amount. Based on an RSDB share price of € 40 per share, the total consideration payable by RSDB would amount to approximately € 240 million, subject to certain adjustments.
(D)		At the same time as entering into this Agreement, QWICE and RSDB have entered into an agreement pursuant to which RSDB will acknowledge indebtedness to QWICE in an amount of € 35 million (such sum being deducted from the balancing cash payment referred to in Recital (C) above) (the “ Loan Agreement ”).
(E)		At the same time as entering into this Agreement, RSDB and QWI have entered into an implementation agreement (the “ Implementation Agreement ”) setting out the terms and conditions of the implementation of the Acquisition.
(F)		QWI has agreed to guarantee the performance of the obligations of QWE and QWICE under this Agreement.

IT IS AGREED as follows:

1.

INTERPRETATION

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

1.1

Definitions

“ Accounting Policies ” means the accounting policies set out on pages 6 to 9 inclusive of the Year End Accounts, as set out in Part 7 of Schedule 7;

“ Accounts ” means the Year End Accounts or the Interim Accounts, as the case may be;

“ Acquisition ” has the meaning set out in Recital (C);

“ Agreed Terms ” means, in relation to a document, such document in the terms agreed between QWI and RSDB and signed for identification by QWI and RSDB with such alterations as may be agreed in writing between QWI and RSDB from time to time;

“ Austrian Shares ” means the shares in the capital of Oberndorfer Druckerei GmbH;

“ Base Working Capital ” means € [INTENTIONALLY DELETED];

“ Belgian Shares ” means the shares in the capital of each of Helio Charleroi S.A. and Helio Car S.A.;

“ Business ” means the printing businesses carried on by the QWE Group, together with associated support functions;

“ Business Day ” means a day which is not a Saturday, a Sunday or a public holiday in London, Paris, Madrid, Brussels, Vienna, Helsinki, Stockholm, Luxembourg, Fribourg, Amsterdam or Montreal;

the purposes of the Pre-Closing Reorganisation as more fully described in paragraph A.2 of Part 1 of Schedule 12 (Pre-Closing Reorganisation);

“ Cash Balances ” means the aggregate cash in hand or credited to any account with a financial institution, securities with a maturity of less than one year which are readily convertible into cash and the mark to market value of derivative transactions (if such value would represent a balance sheet asset) of the QWE Group Companies, calculated on the basis of the principles contained in Schedule 7 (Closing Statement), excluding any such cash held for the account of AB Danagards Grafiska or cash held in BHR S.A. for the account of Hachette Filipacche Presse;

“ Claim ” means a claim, action, liability, demand, investigation, or proceeding;

“ Closing ” means the completion of the sale of the Shares and the SPV Shares, the assignment of the Promissory Notes, the issue of the New Ordinary Shares and payment of the cash and acknowledgement of indebtedness pursuant to Clause 5 of this Agreement;

“ Closing Accounts ” means the audited consolidated accounts of QWE for the period beginning on 1 January 2007 and ending on the Closing Date, to be prepared in the same format as the Year End Accounts;

“ Closing Cash Payment ” has the meaning given to it in paragraph 1.7 of Schedule 6 (Closing Obligations);

“ Closing Date ” means the later of [INTENTIONALLY DELETED]December 2007 and the second Business Day (or such other date as may be agreed in writing between QWI and RSDB) following notification of the fulfilment or waiver of the last of the conditions set out in Clause 4 of the Implementation Agreement, provided that Closing shall take place no later than [INTENTIONALLY DELETED];

“ Closing Net Indebtedness ” means the Closing Third Party Indebtedness, less the Cash Balances, as shown on the Closing Statement, calculated on the basis of the principles contained in Schedule 7 (Closing Statement), which amount shall for the purposes of Clause 3.1 be an addition to the consideration if negative or a deduction from the consideration if positive;

“ Closing Statement ” means the statement in the form set out in Part 2 of Schedule 7 (Closing Statement), with supporting schedules in the forms set out in Parts 3, 4, 5 and 6 of Schedule 7 (Closing Statement), to be prepared by RSDB in accordance with Clause 6 and Schedule 7 (Closing Statement) and to be derived from the Closing Accounts;

“ Closing Third Party Indebtedness ” means the aggregate amount as at the close of business on the Closing Date of all outstanding Indebtedness owed by QWE Group Companies to any Third Party calculated on the basis of the principles contained in Schedule 7 (Closing Statement);

“ Competition Clearance Deadline ” means:

(i)

25 Business Days following submission of a Form CO to the European Commission, provided that:

(a)

the European Commission does not request additional information in relation to the Form CO and as a consequence, does not require additional timing within which to finalise its review of the Form CO; and

(b)

the European Commission does not require undertakings or commitments from the Parties; or

	(ii)		if as a consequence of the European Commission requesting further information following the submission of the Form CO, the European Commission requires further time within which to finalise its review of the Form CO, but does not require undertakings or commitments from the Parties, the date upon which the timetable for the review of the Form CO (as amended or extended) by the European Commission expires, or
	(iii)		if the European Commission requires, or the Parties volunteer certain undertakings or commitments, the date which is 10 Business Days after the date upon which the timetable for the review of the Form CO by the European Commission would otherwise expire (after having given effect to any amendments to or extensions of the timetable for the European Commission’s review resulting from it having requested additional information);

“ Confidentiality Agreements ” means the confidentiality and stand-still agreements between RSDB and QWI dated 6 December 2006 and 12 July 2007, respectively;

“ Conversion Rate ” means the close spot mid-trade composite (London) rate for a transaction between the two currencies in question as quoted on Bloomberg on the date immediately preceding the Relevant Date or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted, failing which, such rate as may be agreed in writing between the Parties;

“ Deeds of Assignment ” means the deeds of assignment of the Promissory Notes in the Agreed Terms and “ Deed of Assignment ” means any one of them;

“ Draft Closing Statement ” has the meaning given to it in Clause 6.2;

“ Encumbrance ” means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party rights or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“ Enlarged RSDB Group ” means the RSDB and its subsidiaries following completion of the acquisition of the QWE Group Companies;

“ Environment ” means all or any of the following media (alone or in combination): air (including the air within buildings and the air within other natural or man-made structures whether above or below ground); water (including water under or within land or in drains or sewers or inland waters); soil and land, together with any ecological systems and living organisms supported by these media;

“ Environmental Law ” means all applicable laws (including, for the avoidance of doubt, common law), statutes, regulations, statutory guidance notes and final and binding court and other tribunal decisions of any relevant jurisdiction in force in the relevant jurisdiction at Closing whose purpose is to protect, or prevent pollution of, the Environment or to regulate emissions, discharges, or releases of Hazardous Substances and noise emissions into the Environment, or to regulate the use, treatment, storage, burial, disposal, transport or handling of Hazardous Substances, and all bye-laws, codes, regulations, decrees or orders issued or promulgated or approved thereunder or in connection therewith to the extent that the same have force of law at Closing;

“ Environmental Permit ” means any licence, approval, authorisation, permission, notification, waiver, order or exemption which is issued, granted or required under Environmental Law which is required to carry on the business of the Group as carried on in the ordinary course before Closing;

“ Estimated Cash Balances ” means QWI’s reasonable estimate of the aggregate of the Cash Balances at the close of business on the Closing Date, calculated on the basis of the principles contained in Schedule 7 (Closing Statement);

“ Estimated Closing Net Indebtedness ” means QWI’s reasonable estimate of the Closing Third Party Indebtedness, less the Estimated Cash Balances, as at the close of business on the Closing Date, calculated on the basis of the principles contained in Schedule 7 (Closing Statement), which amount shall, for the purposes of paragraph 1.7 of Schedule 6 (Closing Obligations) be an addition to the Closing Cash Payment if negative or a deduction from the Closing Cash Payment if positive;

“ Estimated Working Capital ” means QWI’s reasonable estimate of the Working Capital, to be notified by QWI to RSDB pursuant to Clause 5.1.1, and calculated on the basis of the principles contained in Schedule 7;

“ Estimated Working Capital Adjustment ” means the difference, if any, between the Estimated Working Capital and the Base Working Capital which amount shall be a deduction from the Closing Cash Payment if negative or an addition to the Closing Cash Payment if positive;

“ Euro ” or “ € ” means the lawful single currency of the member states of the European Communities that adopt or have adopted the euro as their currency in accordance with the legislation of the European Union relating to European Monetary Union;

“ Euronext Amsterdam ” has the meaning set out in Recital (A); “ Excluded Liabilities ” means any and all Losses howsoever arising, or alleged to have arisen, in relation to any Excluded Matter;

“ Excluded Matters ” means in relation to QWI the matters set out in Part 1 of Schedule 14 (Excluded Matters) and in relation to RSDB the matters set out in Part 2 of Schedule 14 (Excluded Matters) and “ Excluded Matter ” shall mean any one of them;

“ Final Payment Date ” means five Business Days after the date on which the process described in paragraph 1 of Part 1 of Schedule 7 (Closing Statement) for the preparation of the Closing Statement completes; “ French Shares ” means the shares held by QWE in the capital of Quebecor World France, S.A.; “ Fribourg Trade Payables ” means amounts payable by the QWE Group to Quebecor World, S.A.’s Fribourg branch for ink and other printing materials;

“ Hazardous Substances ” means any wastes, pollutants, contaminants and any other natural or artificial substance (whether in the form of a solid, liquid, gas or vapour) which is capable of causing harm or damage to the Environment or a nuisance to any person;

“ IFRS ” means International Financial Reporting Standards, International Accounting Standards and Interpretations of those standards issued by the International Accounting

Standards Board and the International Financial Reporting Interpretation Committee as approved by the European Commission;

“ Implementation Agreement ” has the meaning set out in Recital (E);

“ Indebtedness ” means, in relation to any member of the QWE Group, all loans or other financing liabilities or obligations including:

	(a)		by way of debt or inventory financing or sale and leaseback arrangements;
	(b)		finance leases;
	(c)		the principal amount of bills, bonds, notes, debentures or loan stock;
	(d)		the mark to market value of derivative transactions (if such value would represent a balance sheet liability);
	(e)		any deferred consideration in relation to any acquisition of any business, asset or undertaking;
	(f)		overdrafts and any other liabilities of a funding nature;
	(g)		any break fees, prepayment fees or other costs, expenses or penalties relating to the termination or repayment of the securitisation programmes or any of the above as long as they were not paid by a member of the QWI Group;
	(h)		the Retooling Reserve; and
	(i)		the acquisition reserve,

together with any interest accrued, but excluding: (i) any items accounted for or included in Working Capital; (ii) the Promissory Notes and any interest accrued thereon; (iii) the pension liability [INTENTIONALLY DELETED] (v) trade creditors and (vi) other long term liabilities, deferred taxes or (save as described above) pension liabilities, consistent with Schedule 7 (Closing Statement);

“ Information Memorandum ” means the information memorandum, as amended and supplemented from time to time, to be prepared and published by RSDB summarising the key terms and conditions of the Transaction in order to enable the Shareholders to consider whether or not to approve the Transaction and to adopt the Resolutions at the Shareholders Meeting (as such terms are defined in the Implementation Agreement);

“ Initial Closing Deadline ” means the later of [INTENTIONALLY DELETED] December 2007 (or such later date and time, being no later than [INTENTIONALLY DELETED], as RSDB and QWI may agree in writing) and the Competition Clearance Deadline, provided always that if the conditions of Clause 4.4.6 of the Implementation Agreement have not been satisfied by 17.00 CET on [INTENTIONALLY DELETED] (or such later date and time, being no later than [INTENTIONALLY DELETED], as RSDB and QWI may agree in writing), the Initial Closing Deadline shall be no later than [INTENTIONALLY DELETED];

“ Interim Accounts ” means the consolidated unaudited accounts of QWE for the six month period ended 30 June 2007, in the Agreed Terms;

“ Interim Accounts Date ” means 30 June 2007;

“ Listing ” means the admission of the New Ordinary Shares to listing on Euronext Amsterdam;

“ Loan Agreement ” has the meaning set out in Recital (D);

“ Local Transfer Documents ” has the meaning set out in Clause 2.2;

“ Losses ” means all losses, liabilities, costs (including without limitation legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

“ Machinery ” means the printing presses and bindery machines owned by members of the QWE Group and listed in Column (4) of the table set out in Schedule 2 (Details of QWE Group Properties and Machinery);

“ Management Presentations ” means the management presentations prepared by QWI and delivered to RSDB and its advisers on 12 December 2006, 12 January 2007 and 3 May 2007, respectively, including the books prepared in relation to such presentations and provided to RSDB in hard copy, copies of which are attached as Appendix 3 to the QWI Disclosure Letter;

“ New Ordinary Shares ” has the meaning set out in Recital (C);

“ Ordinary Shares ” has the meaning set out in Recital (A);

“ Outstanding Shares ” has the meaning set out in Recital (A);

“ Pre-Closing Reorganisation ” means the corporate reorganisation of the QWE Group to be implemented prior to Closing as more fully detailed in Schedule 12 (Pre-Closing Reorganisation);

“ Promissory Notes ” has the meaning set out in Recital (C);

“ Properties ” means the properties listed in Column (1) of the table set out in Schedule 2 (Details of QWE Group Properties and Machinery) and “ Property ” means any one of them;

“ Prospectus ” means the prospectus, as amended and supplemented from time to time, to be prepared and published by RSDB in connection with the Listing;

“ Preference Shares ” has the meaning set out in Recital (A); “ QWI France 1 Promissory Note ” has the meaning set out in Recital (C) and a form of which is set out in Part 1 of Schedule 13 (Forms of Promissory Notes);

“ QWI France 2 Promissory Note ” has the meaning set out in Recital (C) and a form of which is set out in Part 2 of Schedule 13 (Forms of Promissory Notes);

“ QWE Group ” means the subsidiaries and joint venture companies of QWE listed in Part 2 of Schedule 1 (Details of the QWE Group);

“ QWE Group Companies ” means the companies listed in Part 2 of Schedule 1 (Details of the QWE Group) and “ QWE Group Company ” means any one of them;

“ QWI Data Room ” means the data room containing documents and information relating to

the QWE Group made available by QWI to RSDB online at https://bdr101507.bmcgroup.com, the contents of which are listed in Appendix 1 to the QWI Disclosure Letter;

“ QWI Disagreement Notice ” has the meaning set out in paragraph 3.2 of Part 1 of Schedule 7;

“ QWI Disclosure Letter ” means the letter dated on the same date as this Agreement from QWI to RSDB disclosing information constituting exceptions to the QWI Warranties and details of other matters referred to in this Agreement;

“ QWI Disclosure Warranties ” means those QWI Warranties set out in paragraph 8 of Schedule 8 (QWI Warranties) and “ QWI Disclosure Warranty ” means any one of them;

“ QWI Group ” means QWI and its subsidiaries (excluding the QWE Group);

“ QWI Lawyers ” means [INTENTIONALLY DELETED];

“ QWI Senior Management ” means those persons listed in Schedule 4 (QWI Senior Management);

“ QWI Title Warranties ” means those QWI Warranties set out in paragraphs 1.1, 1.2, 1.3, 1.4 and 1.5 of Schedule 8 (QWI Warranties) and “ QWI Title Warranty ” means any one of them;

“ QWI Warranties ” means the warranties given by QWI pursuant to Clause 7.1 and Schedule 8 (QWI Warranties) and “ QWI Warranty ” means any one of them;

“ QWICE Belgium Promissory Note ” has the meaning set out in Recital (C) and a form of which is set out in Part 3 of Schedule 13 (Forms of Promissory Notes);

“ Relevant Date ” means, save as otherwise provided in this Agreement, the date on which a payment or an assessment is to be made, save that, for the following purposes, the date shall mean:

	(a)		for the purposes of Clause 7, the date a claim is made in accordance with paragraph 2 of Schedule 9 (QWI Limitations on Liability) or paragraph 2 of Schedule 11 (RSDB Limitations on Liability), as the case may be;
	(b)		for the purposes of Clause 6 and Schedule 7 (Closing Statement), the Closing Date; and
	(c)		for the purposes of Schedule 8 (QWI Warranties) and Schedule 10 (RSDB Warranties), the date at which the relevant QWI Warranty or RSDB Warranty, as the case may be, is expressed to be true and accurate;

“ Relevant Employees ” means those employees of the QWE Group immediately prior to Closing;

“ Reporting Accountants ” means KPMG LLP or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, an international firm of accountants to be agreed by QWI and RSDB within seven days of a notice by one to the other requiring such agreement or failing such agreement to be nominated on the application of either of them by or on behalf of the President for the time being of the Canadian Institute of

Chartered Accountants;

“ Retooling Reserve ” means the reserve balance in relation to two KBA 4.32mm gravure presses, associated cylinder production and infrastructure installed at the plant at Charleroi and three KBA 72 page offset presses installed in 2006 and 2007 at each of the plants in Austria, Spain and Corby, United Kingdom, this is the balance of the reserve linked to Part 6 of Schedule 7;

“ RSDB Data Room ” means the data room containing documents and information relating to the RSDB Group made available by RSDB to QWI, the contents of which are listed in Appendix 1 to the RSDB Disclosure Letter;

“ RSDB Disclosure Letter ” means the letter dated on the same date as this Agreement from RSDB to QWI disclosing information constituting exceptions to the RSDB Warranties and details of other matters referred to in this Agreement;

“ RSDB Disclosure Warranties ” means those RSDB Warranties set out in paragraph 7 of Schedule 10 (RSDB Warranties) and “ RSDB Disclosure Warranty ” means any one of them;

“ RSDB Enforceability Warranties ” means those RSDB Warranties set out in paragraph 2 of Schedule 10 (RSDB Warranties) and “ RSDB Enforceability Warranty ” means any one of them;

“ RSDB Group ” means RSDB and its subsidiaries (excluding the QWE Group);

“ RSDB Group Companies ” means the companies listed in Part 2 of Schedule 3 (Details of the RSDB Group) and “ RSDB Group Company ” means any one of them;

“ RSDB Interim Accounts ” means the consolidated unaudited accounts of RSDB for the six month period ended 30 June 2007, in the Agreed Terms;

“ RSDB Lawyers ” means [INTENTIONALLY DELETED];

“ RSDB Senior Management ” means those persons listed in Schedule 5 (RSDB Senior Management) to this Agreement;

“ RSDB Title Warranties ” means those RSDB Warranties set out in paragraphs 1.2, 1.3, 1.4, 1.5 and 1.6 of Schedule 10 (RSDB Warranties) and “ RSDB Title Warranty ” means any one of them;

“ RSDB Warranties ” means the warranties given by RSDB pursuant to Clause 7.6 and Schedule 10 (RSDB Warranties) and “ RSDB Warranty ” means any one of them;

“ RSDB Year End Accounts ” means the audited consolidated financial statements for RSDB for the twelve months ending on 31 December 2006, in the Agreed Terms;

“ Scandinavian Shares ” means the shares in the capital of Quebecor World Scandinavia AB;

“ Shareholders ” means the shareholders of RSDB prior to Closing;

“ Shares ” means the French Shares, the Belgian Shares, the UK Shares, the Austrian Shares, the Spanish Shares and the Scandinavian Shares;

“ Spanish Shares ” means the shares in the capital of Quebecor Iberica S.A;

“ SPV ” means the special purpose vehicle to be established in the USA by QWI for the purposes of the Pre-Closing Reorganisation as more fully described in paragraph A.3 of Part 1 of Schedule 12 (Pre-Closing Reorganisation);

“ SPV Shares ” means the shares in the capital of the SPV;

“ Supervisory Board ” means the supervisory board of RSDB;

“ Tax ” means all forms of taxation (other than deferred tax) whether direct or indirect and whether levied by reference to income, profits, gain, net wealth, asset value, turnover, added value, or other reference and statutory, governmental, state, provincial, local government or municipal impositions, duties, rates, charges, contributions and levies (including, without limitation, social security contributions and any other payroll taxes), in each case whenever and wherever imposed and by whatever authority (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and whether chargeable directly or primarily against or attributable to a QWE Group Company or any other person and all penalties, surcharges, charges, costs and interest relating thereto (save to the extent that such penalties or interest are attributable to unreasonable delay by RSDB or any member of the RSDB Group or, after Closing, a QWE Group Company, or to the failure by RSDB to comply with its obligations under this Agreement or the Implementation Agreement, or the implementation of steps D1 or D2 of the Pre-Closing Reorganisation) whether chargeable directly or primarily against or attributable directly or primarily to a QWE Group Company or any other person;

“ Transaction ” means the Acquisition, the issue of the New Ordinary Shares and the entry into the Loan Agreement and the related arrangements regarding corporate governance and management structure provided for in the Implementation Agreement;

“ UK Shares ” means the shares in the capital of Quebecor World (UK) Holdings Plc;

“ Vendor Due Diligence Report ” has the meaning set out in Clause 7.2.1(E);

“ Working Capital ” means the aggregate amount of the working capital of the QWE Group Companies as at the close of business on the Closing Date, calculated on the basis of the principles contained in Schedule 7 (Closing Statement);

“ Working Capital Adjustment ” means the difference, if any, between the Working Capital and the Base Working Capital, which amount shall be a deduction from the consideration if negative or an addition to the consideration if positive;

“ Year End Accounts ” means the consolidated audited accounts of QWE for the twelve month period ended 31 December 2006, in the Agreed Terms; and

“ Year End Accounts Date ” means 31 December 2006.

1.2

Shares

References to shares shall include, where relevant, quotas.

1.3

Singular, plural, gender

References to one gender include all genders and references to the singular include the plural and vice versa.

1.4

References to persons and companies

1.5

References to subsidiaries and holding companies

A company is a “ subsidiary ” of another company (its “ holding company ”) if that other company, directly or indirectly, through one or more subsidiaries:

1.6

Schedules etc.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

1.7

Information

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

1.8

Legal terms

References to any English legal term shall, in respect of any jurisdiction other than the specified jurisdiction, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

1.9

Currency conversion

Any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the Conversion Rate prevailing at the Relevant Date.

2.

AGREEMENT TO SELL THE SHARES AND THE SPV SHARES AND TO ASSIGN THE PROMISSORY NOTES

2.1

Sale of the Shares and the SPV Shares

2.2

Local Transfer Documents

2.3

Assignment of the Promissory Notes

2.4

Intercompany debt

QWI agrees to indemnify RSDB on demand against all losses, claims, costs, charges and expenses which it may incur as a result of there being any intercompany debt owed by the QWE Group to the QWI Group (after having set off all amounts due to the QWE Group) as at the Closing Date other than:

	2.4.1		the Promissory Notes; and
	2.4.2		the Fribourg Trade Payables,

and the provisions of Schedule 9 (QWI, QWE, QWICE and Canada SPV Limitations of Liability) shall not apply to any claims brought by RSDB under this Clause 2.4.

3.

CONSIDERATION

3.1

Consideration

The aggregate consideration on a debt free basis (the “ Consideration ”) for the purchase of the Shares and the SPV Shares (the “ Share Price ”) and the assignment of the Promissory Notes (the “ Assignment Amount ”) under this Agreement, the Deeds of Assignment and the Local Transfer Documents shall be:

3.1.6

plus or minus (as the case may be) the Closing Net Indebtedness.

3.2		Allocation of Consideration
		QWI and RSDB acknowledge that the amounts set out in Schedule 12 (Pre-Closing Reorganisation) were calculated as at 30 September 2007 and, accordingly, will require adjustment prior to Closing. In the period between the date of this Agreement and Closing, QWI or RSDB may propose in writing to the other an amendment to (i) the allocation of the Consideration between the Share Price and the Assignment Amount, or (ii) any amount or action referred to in the various detailed steps comprising the Pre-Closing Reorganisation, provided that no amendment so proposed will be binding unless agreed to in writing by both parties, such agreement not to be unreasonably withheld or delayed.

3.3		Adjustment to Consideration
		If any payment is made by QWI to RSDB or by RSDB to QWI in respect of any claim for any breach of this Agreement or any Local Transfer Document or pursuant to an indemnity or payment covenant under this Agreement, the payment shall be made by way of adjustment of the Consideration and the Consideration shall be deemed to have been adjusted by the amount of such payment.

this Agreement will immediately terminate, subject to the provisions of Clause 4.6 of the Implementation Agreement without prejudice to any rights available in respect of breach of obligations under the Implementation Agreement or to payment of any amount in liquidated damages payable thereunder.

5.

CLOSING

5.1		Pre-Closing notifications
		Five Business Days prior to Closing:

5.1.1

QWI shall provide RSDB with a reconciliation of Parts 2, 3, 4, 5 and 6 of Schedule 7 (Closing Statement) to the likely amounts at Closing of each of the amounts set out therein and, in particular, stating the Estimated Working Capital, the Estimated

5.2		Date and place of Closing
		Subject to Clause 4, Closing shall take place at the offices of RSDB’s Lawyers in Amsterdam (or such other location as the parties shall agree) at 17.00 CET on the Closing Date or such other date as the parties may agree in writing, always provided that Closing shall take place no later than [INTENTIONALLY DELETED].

5.3

Closing events

5.4		Breach of Closing obligations
		[INTENTIONALLY DELETED]if QWI, QWE, QWICE or Canada SPV or RSDB fail to comply with any material obligation in Clause 5.3 or Schedule 6 (Closing Obligations), RSDB, in the case of non-compliance by QWI, QWE, QWICE and/or Canada SPV, or QWI, (for itself and/or on behalf of QWE, QWICE and Canada SPV), in the case of non-compliance by RSDB, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the other served on the Closing Date:

6.

POST-CLOSING ADJUSTMENTS

6.1		Preparation of Closing Accounts
		RSDB shall procure that by no later than 60 days following Closing there shall be drawn up the Closing Accounts in relation to the QWE Group Companies on a consolidated basis and that the same are audited by the Reporting Accountants. RSDB shall be responsible for all costs and expenses of the Reporting Accountants associated with the preparation and audit of the Closing Accounts.

6.2		Preparation of Closing Statement
		RSDB shall procure that as soon as practicable following Closing and preparation of the Closing Accounts there shall be drawn up a draft of the Closing Statement (the “ Draft Closing Statement ”) in accordance with Parts 1 and 2 of Schedule 7 (Closing Statement) in relation to the QWE Group Companies on a consolidated basis and derived from the Closing Accounts.

6.3		Determination of Closing Statement
		The Draft Closing Statement as determined pursuant to paragraph 3 of Part 1 of Schedule 7 (Closing Statement) shall constitute the Closing Statement in relation to the QWE Group Companies for the purposes of this Agreement and shall be final and binding on the Parties for the purpose of this Agreement. The Working Capital and the Closing Net Indebtedness shall be derived from the Closing Statement.

6.4		Working Capital Adjustment
		In the event that the Working Capital, as derived from the Closing Statement, is greater than the Estimated Working Capital, RSDB shall pay the difference to QWI not later than the Final Payment Date. In the event that the Working Capital is less than the Estimated Working Capital, QWI shall pay the difference to RSDB not later than the Final Payment Date.

6.5		Closing Net Indebtedness Adjustment
		In the event that the Closing Net Indebtedness, as derived from the Closing Statement, is greater than the Estimated Closing Net Indebtedness, QWI shall pay the difference to RSDB not later than the Final Payment Date. In the event that the Closing Net Indebtedness is less than the Estimated Closing Net Indebtedness, RSDB shall pay the difference to QWI not later than the Final Payment Date.

6.6		Set-off of adjustment payments
		If any amount is payable by QWI pursuant to Clauses 6.4 and/or 6.5 and/or any amount is payable by RSDB pursuant to Clauses 6.4 and/or 6.5 such amount(s) shall be set-off and the resulting net amount paid by QWI to RSDB or by RSDB to QWI, as the case may be, not later than the Final Payment Date.

7.

WARRANTIES

7.1

QWI Warranties

7.1.1

QWI warrants to RSDB that the statements set out in Schedule 8 (QWI

7.2

Disclosure against the QWI Warranties

			dated 10 April 2007) prepared by PricewaterhouseCoopers LLP in connection with the Acquisition (the “ Vendor Due Diligence Report ”), and provided to RSDB in redacted form, a copy of which is attached at Appendix 2 to the QWI Disclosure Letter; and
	(F)		any matter which is accurately and fairly disclosed in the due diligence reports, prepared solely for the benefit of RSDB, on the QWE Group and its business each dated 15 October 2007 and prepared by [INTENTIONALLY DELETED] (UK and France), [INTENTIONALLY DELETED] (Belgium), [INTENTIONALLY DELETED] (Spain), [INTENTIONALLY DELETED] (Sweden), [INTENTIONALLY DELETED] (Luxembourg), [INTENTIONALLY DELETED] (Austria) and [INTENTIONALLY DELETED] (Finland).

7.3

Notification of breach of the QWI Warranties by QWI

7.4		Updating of the QWI Warranties to Closing
		Subject to Clause 7.3, QWI further warrants to RSDB that the warranties set out in paragraphs 1.1, 1.2, 1.3, 1.4, 1.5, 1.9 and 2 of Schedule 8 (QWI Warranties) will be true and accurate at Closing in all material respects as if they had been repeated at Closing (save that the warranties in paragraph 1.2 shall be repeated at Closing without taking into account shares in the QWE Group Companies at Closing of which the SPV is the legal and beneficial owner by virtue of the Pre-Closing Reorganisation).

7.5

QWI Covenants

7.5.5

[INTENTIONALLY DELETED]

7.6

RSDB Warranties

7.7

Disclosure against the RSDB Warranties

Brauw Blackstone Westbroek dated 24 May 2007, and provided to QWI in redacted form on 26 July 2007 and 6 August 2007 respectively, copies of which are attached at Appendix 2 and 3 respectively to the RSDB Disclosure Letter.

7.8

Notification of breach of the RSDB Warranties by RSDB

7.9		Updating of the RSDB Warranties to Closing
		Subject to Clause 7.8, RSDB further warrants to QWI and to QWICE that the warranties set out in paragraphs 1.2, 1.3, 1.4, 1.5, 1.6, 2, 3.1 and 3.2 of Schedule 10 (RSDB Warranties) will be true and accurate at Closing in all material respects as if they had been repeated at Closing.

If QWI or any member of the QWI Group becomes aware of any matter or circumstance that may give rise to a claim against RSDB under this Agreement, QWI shall as soon as practicable give a notice in writing to RSDB setting out such information as is available to QWI or such member of the QWI Group as is reasonably necessary to enable RSDB to assess the merits of the claim, to act to preserve evidence and to make such provision as RSDB may consider necessary. No failure on the part of QWI to give such notice shall prejudice its right to make the relevant claim under this Agreement except to the extent RSDB is actually prejudiced by any such failure.

8.3		Commencement of proceedings
		Any claim notified pursuant to Clause 8.1 or Clause 8.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn twelve months after the notice is given pursuant to Clause 8.1 or Clause 8.2, unless at such time legal proceedings in respect of the relevant claim (i) have been commenced by being both issued and served and (ii) are being and continue to be pursued with reasonable diligence.

8.4		Notification of Claims
		Notices of any Claims under this Agreement shall be given by RSDB to QWI or by QWI to RSDB within the time limits specified in paragraph 2 of Schedule 9 (QWI Limitations of Liability) or paragraph 2 of Schedule 11 (RSDB Limitations of Liability), as the case may be, specifying to the extent possible information on the legal and factual basis of the claim and the evidence on which RSDB or QWI relies and, if practicable, an estimate of the amount of Losses which are, or are to be, the subject of the claim (including any Losses which are contingent on the occurrence of any future event), but in no event providing less information than would be required by the other Party to assess the merits of the claim, to act to preserve evidence and to make such provision as the other Party considers necessary.

8.5		Investigation by QWI
		In connection with any matter or circumstance that may give rise to a claim against QWI under this Agreement:

provided always that any information made available by RSDB to QWI and its financial, accounting or legal advisers shall be kept confidential and shall only be used for the purpose of resolving a claim against QWI under this Agreement.

8.6		Investigation by RSDB
		In connection with any matter or circumstance that may give rise to a claim against RSDB under this Agreement:

provided always that any information made available by QWI to RSDB and its financial, accounting or legal advisers shall be kept confidential and shall only be used for the purpose of resolving a claim against RSDB under this Agreement.

8.7		Conduct of QWI Third Party Claims
		If QWI becomes aware of any claim, action or demand made against it or any member of the QWI Group by a third party (a “ QWI Third Party Claim ”) which may give rise to a Claim against RSDB under this Agreement:

8.8		Conduct of RSDB Third Party Claims
		If RSDB becomes aware of any claim, action or demand made against it or any member of the RSDB Group or any of the QWE Group Companies by a third party (a “ RSDB Third Party Claim ”) which may give rise to a Claim against QWI under this Agreement:

Clause 8.8.2 shall require RSDB or any member of the Enlarged RSDB Group to take or refrain from taking any action (with or without the consent of QWI) which it reasonably considers would:

	(A)		materially and adversely affect the prospects, reputation, goodwill or bona fide commercial interests of RSDB or any member of the Enlarged RSDB Group; or
	(B)		put RSDB or any member of the Enlarged RSDB Group in breach of any of its policies of insurance.

10.

MISCELLANEOUS PROVISIONS

10.1

Further assurance

10.2

Retention of records

10.3

Assignment

shall be entitled to enforce such term or enjoy the benefit of it pursuant to the Contracts (Rights of Third Parties) Act 1999 provided that:

	(A)		a member of the RSDB Group shall only be entitled to make any claim or bring any action or proceedings to enforce any obligation of QWI which are, by virtue of this Clause 10.5, enforceable by it, through the agency of RSDB; and
	(B)		a member of the QWI Group shall only be entitled to make any claim or bring any action or proceedings to enforce any obligation of RSDB which are, by virtue of this Clause 10.5, enforceable by it, through the agency of QWI.

10.9

Notarial fees, registration, stamp and transfer taxes and duties

10.10

Interest

If QWI or RSDB default in the payment when due of any sum payable under this Agreement (howsoever determined) their liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment) at a rate per annum of 2 per cent above the average EURIBOR 1 month (EUR001M index on Bloomberg) base rate on the date that is two (2) days prior to the Relevant Date or, if no such rate is quoted on that date, on the first preceding date on which such rates are quoted, failing which, such rate as may be agreed in writing between the parties. Such rate shall reset every month during which payment remains outstanding. Such interest shall accrue from day to day.

10.11

Insurance

10.12

Release of Guarantees

binding upon the QWI Group Company in respect of any liability of QWI or any member of the QWE Group (the “ QWE Group Guarantees ”). Pending such release, QWI shall indemnify RSDB and the QWE Group Companies against all amounts paid by any of them pursuant to the QWI Group Guarantees in respect of such liability of QWI or any member of the QWI Group. The provisions of Schedule 9 (QWI Limitations of Liability) shall not apply to any claims brought by RSDB under this Clause 10.12.2.

10.15

Notices

				Fax: +1 514 985 8834

10.15.3

A Notice to RSDB shall be sent to the following address, or such other person or address as RSDB may notify to the QWE from time to time:

		Address:		RSDB N.V.
				Zeverijnstraat 6, 1216 GK, Hilversum, The Netherlands
		Fax:		+31 35 625 8978
		Attention:		CEO
		With a copy to:		Marius Josephus Jitta, Stibbe,
				Fax: +31 20 546 0712

10.16

Invalidity

IN WITNESS WHEREOF this DEED has been delivered on the date first stated above.