EX-1 2 ipgaug2007proxycard.htm AUGUST 2007 PROXY _

INTERTAPE POLYMER GROUP INC.

PROXY

This Proxy is solicited by management in connection with the Special Meeting of shareholders of INTERTAPE POLYMER GROUP INC. (the “Corporation”) to be held at the Hilton Montreal Airport Hotel, 12505 Côte de Liesse, Dorval, Québec, on Wednesday, September 5, 2007, at 1:00 p.m.  A shareholder has the right to appoint as his or her proxy a person (who need not be a shareholder) other than those designated below, by inserting the name of such other person in the blank space provided or by completing another proper form of proxy.

The undersigned shareholder of the Corporation hereby appoints Eric E. Baker, or failing him, Melbourne F. Yull or instead of either of them ________________________________________ as proxy of the undersigned, with full power of substitution, to attend, vote and otherwise act for and on behalf of the undersigned in respect of all matters that may come before the Special Meeting of shareholders to be held at the time and place mentioned above, and at any adjournment thereof.  Without limiting the general authorization and power hereby given, all the shares registered in the name of the undersigned are to be voted as indicated below and may be voted in the discretion of such proxy with respect to amendments or variations to the matters identified in the notice of meeting or other matters that may properly come before the meeting.  If no choice is specified he shall vote in favour of the motions proposed to be made at the meeting:

(i)

the election of directors:

Vote for

Withhold from voting

(ii)

the resolution annexed as Schedule A to the Management Information Circular of the Corporation, waiving the application of section 3.1 of the Corporation’s Amended and Restated Shareholder Protection Rights Plan Agreement as it relates to the purchase by three shareholders of common shares pursuant to the Corporation’s rights offering:

Vote for

Vote against

(iii)

the resolution annexed as Schedule B to the Management Information Circular of the Corporation, amending the Executive Stock Option Plan of the Corporation so as to set the maximum number of common shares that may be issued thereunder at a number equal to ten percent of the issued and outstanding common shares of the Corporation from time-to-time:

Vote for

Vote against


DATED this ________ day of ____________________, 2007.


(signature)


(printed name)

If this proxy is not dated in the above space it is deemed to bear the date on which it is mailed by the person making the solicitation.

Note:

Pursuant to the provisions of the Corporation's By-Laws and the Canada Business Corporations Act:

(a)

The Instrument of Proxy shall be signed by the shareholder or by his attorney duly authorized in writing and need not be attested;

(b)

Where the shareholder is a corporation, the Instrument of Proxy must be executed by an officer thereof duly authorized; and

(c)

The Instrument of Proxy must be deposited with CIBC Mellon Trust Company, Banking Hall, 320 Bay Street, Toronto, Ontario M5H 4A6 before the commencement of the Meeting or at any adjournment thereof or with the Secretary of the Corporation before the commencement of the Meeting or at any adjournment thereof; otherwise it shall be invalid.