I. THE TRIBUNAL AND ADMINISTRATIVE AUTHORITY

A. Constitution of the Tribunal

(Article 1125 of the NAFTA, Article 13 of the ICSID Arbitration (AF) Rules)

1. Mercer International Inc. and Canada (“disputing parties”) agree and confirm that the Tribunal has been duly constituted in accordance with Article 1125 of the NAFTA.

2. The disputing parties confirm that they waive any possible objection to the constitution of the Tribunal and to the appointment of each Member of the Tribunal on the grounds of conflict of interest and/or lack of independence or impartiality or any other ground in respect of matters known to them, or which reasonably should have been known to them based on available information, at the date of signature of this Procedural Order.

3. Declarations of the Members of the Tribunal as to their independence and impartiality have been provided to the disputing parties in the form required by Article 13 of the ICSID Arbitration (AF) Rules.