Noranda Income Fund

BOARD OF TRUSTEES

Manuel Álvarez Dávila³
Manuel Álvarez Davila has dual expertise in the global zinc industry and in finance. He is the Chief Operating Officer, Xstrata Zinc Canada and General Manager Corporate, Xstrata Zinc. He joined Xstrata in 1998 and has held several positions, including Assistant to the Chairman, Chief Financial Officer and General Manager of Asturiana de Zinc. He subsequently became COO of Xstrata Zinc Europe and General Manager Corporate of Xstrata Zinc, leading worldwide Xstrata Zinc Commercial Operations, Sustainability Development activities, Risk Management and other corporate responsibilities. Prior to that, Mr. Álvarez held numerous senior positions with Daimler-Benz in Spain; he then went on to become the Managing Director of Daimler-Benz Financial Services in Portugal. He was also the Managing Director and a member of the Board of a joint venture between Banco Santander and Fiat-Iveco in Spain and Portugal. Mr. Álvarez launched the business of the joint venture which generated significant financial results from the first year. He holds degrees in Law and Business Administration from the Universidad Pontificia de Comillas in Madrid.

Jean Pierre (J.P.) Ouellet¹^,²
Jean Pierre (J.P.) Ouellet is the Chair of the Board's Governance and Nominating Committee and also serves as a member of the Audit Committee and the Independent Committee. Mr. Ouellet has dual expertise in law and finance and worked as a corporate and commercial lawyer at one of Canada's leading law firms for over twenty years, where he specialized in capital markets transactions and mergers and acquisitions. From 2000 to 2008, Mr. Ouellet served as a senior ranking executive with RBC Capital Markets, with overall responsibility for its activities in Québec. Previously, he was Senior Vice-President, Chief Legal Officer and Corporate Secretary of Canadian National Railways Inc. Mr. Ouellet is currently a venture partner, investor and advisor to St-Lawrence Capital, a venture capital fund based in Montréal. Mr. Ouellet currently serves on numerous corporate and non-profit boards of directors, including the Caisse de dépôt et placement du Québec, where he chairs the board's Ethics and Governance Committee and also sits on the Human Resources Committee; Richmont Mines Inc., where he chairs the board's Governance Committee; GBO Inc.; and the MacDonald Steward Foundation. Mr. Ouellet graduated from Oxford University with a Bachelor of Civil Law (Rhodes Scholar) and is a member of the Québec bar.

François R. Roy¹^,²
François R. Roy has in-depth experience as a senior financial executive and has extensive experience as a corporate director and executive in the private and public sectors, at not-for-profit organizations and in academia. He was previously Chief Financial Officer at Télémédia Corporation, as well as Avenor Inc. and Quebecor Inc. Mr. Roy began his career at The Bank of Nova Scotia, where he held several positions in Canada and the United States, and then worked for Société générale de financement du Québec. He was also Vice Principal (Administration and Finance) at McGill University from 2007 to 2010 and, in that capacity, was McGill's Chief Financial Officer and Chief Administration Officer. He has been a corporate director since 1998 and sits on the boards of Transcontinental Inc., Fibrek Inc., Macquarie Power & Infrastructure Income Fund and Caisse de dépôt et placement du Québec. Mr. Roy holds a Bachelor of Arts and a Master of Business Administration from the University of Toronto. Over the past 25 years, he has been active with many not-for-profit organizations, including the Montréal Museum of Fine Arts, the Canadian Centre for Architecture, Vie des Arts magazine, the Opéra de Montréal and Collège Jean-Eudes. He is currently a member of the Board of Trustees of Canada's National Arts Centre Foundation and of the Foundation of Greater Montréal.

Bob Sippel³
Bob Sippel has had a 32-year career in the mining and metals industry. He has held numerous senior positions in the zinc, copper, recycling and magnesium businesses. He retired in February 2009 from the position of Chief Operating Officer for Xstrata Zinc Canada. Prior to Xstrata, Mr. Sippel's career at Noranda Inc. and Falconbridge Limited included President Zinc for Falconbridge Limited, and President Magnesium and Vice-President Recycling and Copper for Noranda Inc. He is a team player and his technical and leadership skills led to the successful integration of the Falconbridge zinc business into Xstrata Zinc; major improvements in safety performance and productivity; the successful start-up of the Perseverance mining project in Matagami, Québec; and the development of Noranda's recycling business and the strategic alliance with Hewlett-Packard to become the world's largest recycler of electronic scrap. Mr. Sippel currently consults and is a member of several business associations. He has also served as a director of industry associations including the International Precious Metals Institute, International Magnesium Association and the International Zinc Association. Mr. Sippel holds a B. Sc. in Chemistry from the University of Waterloo.

John J. Swidler¹^,²
John J. Swidler, Chartered Accountant (CA) and Fellow Chartered Accountant (FCA), is the Chair of the Board of Noranda Operating Trust and of the Independent Committee and also serves as a member of the Audit Committee and the Governance and Nominating Committee. Mr. Swidler specializes in corporate finance at RSM Richter LLP, where he is a Senior Advisor. Well-known for his knowledge of financial restructuring, he devotes a significant amount of time to this complex area, providing creative solutions to challenging financial problems. Mr. Swidler has been appointed to act on behalf of financial institutions and private equity funds, and has also been involved in a number of significant merger and acquisition transactions. He was also the Managing Partner of RSM Richter LLP from 1996 to January 1, 2007 and was Chairman of the firm's executive committee from 1982 to 1996. Mr. Swidler has been a director of Reitmans (Canada) Limited since April 2, 2008, where he is also a member of the Audit Committee, and also serves on the board of directors of Dollarama Inc., where is he Chair of the Audit Committee. Mr. Swidler graduated from McGill University with a Bachelor of Commerce degree and has obtained designation as a Chartered Accountant. He also received a Bachelor of Civil Law degree from McGill University. He received his Fellow Chartered Accountant (FCA) designation from the Ordre des comptables agréés du Québec in 1992.

Barry Tissenbaum¹^,²
Barry Tissenbaum, Chartered Accountant (CA), is Chair of the Audit Committee and also serves as a member of the Governance and Nominating Committee and the Independent Committee. Mr. Tissenbaum is a Corporate Director as well as a consultant for B.A.T. Consulting, which provides advisory services to numerous companies. He is an accomplished advisor to senior management and has earned a reputation for taking an entrepreneurial approach to business. Mr. Tissenbaum is a former senior partner with Ernst & Young LLP, where he headed their Retail & Consumer Products division and worked for many years in the Entrepreneurial Services Group and served as the Toronto Mid-Town Managing Partner. Mr. Tissenbaum is a director on the board of Corel Corporation; a board member and the Audit Committee Chair of Medworxx Solutions Inc.; a member of the Independent Review Committee of Faircourt Asset Management; an advisory board member of numerous private companies; a former director and Audit Committee Chair of Universal Energy Group Ltd.; and a former director and Audit Committee member of Northstar Healthcare Inc. Mr. Tissenbaum obtained his Chartered Accountant designation in Québec in 1968 and in Ontario in 1974. He is a member of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of Ontario.

John Whyte³
John Whyte has in-depth expertise in commercial and anti-trust law, as well as corporate law and mergers and acquisitions, especially as they relate to the mining industry. He currently holds the position of Vice-President, Legal of Xstrata Zinc Canada. Mr. Whyte joined Noranda Inc. in 1991 after being in private practice for several years with Beard, Winter, a Toronto law firm that focused on corporate commercial practice. He subsequently held a variety of senior positions within the legal department and the recycling business of Noranda Inc. Over the years, he has worked on the proposed merger of Falconbridge Limited and Inco; and he lead the legal team to form the Noranda DuPont LLC joint venture that markets the sulphuric acid from the former Falconbridge and Noranda operations. Other transactions that Mr. Whyte has worked on include the sale of the Halfmile/Stratmat properties to Kria Resources Inc., a bridge financing for JM Asbestos, the French Government approval for the Koniambo project in New Caledonia, the formation of the Kabanga joint venture in Tanzania, the Collahuasi acquisition in Chile and the Antimina acquisition in Peru. He is a member of the Law Society of Upper Canada, the Canadian Bar Association of Ontario and the Board of Regents of Victoria College (University of Toronto), where he is a member of the Governance and Nominating Committee. Mr. Whyte is also a member of the Prospectors and Developers Association of Canada, the Rocky Mountain Mineral Law Foundation and the Canadian Institute of Metallurgy. Mr. Whyte holds a B.A. (Hons.) from the University of Toronto (Victoria College), and an LL.B from Queen's University.

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