CCL Industries : 2022 MIC

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF CCL INDUSTRIES INC.

MAY 11, 2023

NOTICE is hereby given that the annual meeting (the "Meeting") of shareholders of CCL INDUSTRIES INC. (the "Company") will be held at the corporate offices of the Company at Suite 801, 111 Gordon Baker Road, Toronto, Ontario M2H 3R1, at 2:00 p.m. (Toronto time), on Thursday, May 11, 2023, for the following purposes:

1. to receive the 2022 Annual Report of the Company containing the audited consolidated financial statements of the Company for the financial years ended December 31, 2022, and December 31, 2021, and the auditor's report thereon;
2. to elect ten directors;
3. to re-appoint the auditor and authorize the directors to fix the auditor's remuneration; and
4. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

By Order of the Board of Directors,

Suzana Furtado

Corporate Secretary

Toronto, Ontario

March 17, 2023

NOTES TO NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

1. Holders of Class B non-voting shares of the Company are not entitled to vote on any matters proposed for consideration at the Meeting.
2. Registered holders of Class A voting shares who are unable to be present at the Meeting in person are requested to specify on the accompanying form of proxy the manner in which the shares represented thereby are to be voted and to date, sign and return the same to TSX Trust Company using a voting method described on page four below.
3. If you are a non-registered holder of Class A voting shares and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or intermediary.
4. As provided in the Canada Business Corporations Act, the directors have fixed a record date of March 24, 2023. Accordingly, holders of Class A voting shares registered on the books of the Company at the close of business on March 24, 2023, are entitled to notice of and to vote at the Meeting.
5. A copy of the 2022 Annual Report of the Company containing the financial statements referred to in this notice accompanies this notice.

MANAGEMENT PROXY CIRCULAR OF
CCL INDUSTRIES INC.
SOLICITATION OF PROXIES AS OF MARCH 17, 2023
FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 2023
TABLE OF CONTENTS
SOLICITATION OF PROXIES	4
NOTICE-AND-ACCESS	4
HOW TO VOTE YOUR SHARES	4
APPOINTMENT OF PROXYHOLDER	5
REVOCATION OF PROXIES	5
EXERCISE OF DISCRETION BY PROXYHOLDER	5
DUAL CLASS SHARE STRUCTURE	6
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	7
PARTICULARS OF MATTERS TO BE ACTED UPON	8
Election of Directors	8
Appointment and Remuneration of Auditor	19
CALCULATION OF FOREIGN EXCHANGE AND OTHER VALUES	19
USE OF NON-IFRS MEASURES	19
Adjusted Basic Earnings per Class B non-voting share	20
Operating Income	20
NAMED EXECUTIVE OFFICERS	20
COMPENSATION DISCUSSION AND ANALYSIS	20
Compensation and the Human Resources Committee	20
Compensation Decision Making	21
Human Resources Committee and Compensation Advisors	22
Compensation Risk Management	22
Recoupment Policy (Claw Back)	23
Succession Planning	23
Compensation Philosophy and Program Objectives	23
Benchmarking Compensation	24
Compensation Elements	25
Fixed Compensation	25
Base Salaries	25
Variable Compensation	26
Annual Incentive Plans	26
Long-Term Incentive Plans	27
2019-2023 LTIP	27
Employee Stock Option Plan	28
2017-2025 LTRP	28
2019 LTRP	29
Performance Stock Unit Plan	29
Restricted Stock Unit Plan	29
Executive Share Ownership Requirements	30
Compensation of the CEO	30
CEO Pay-For-Performance	32
Realizable Pay Analysis	32
Compensation of Other Named Executives	33
SUMMARY COMPENSATION TABLE- NAMED EXECUTIVE OFFICERS	38
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INCENTIVE PLAN AWARDS	40
Outstanding Share-Based Awards and Option-Based Awards as of December 31, 2022	40
Incentive Plan Awards-Value Vested or Earned During 2022	40
Securities Authorized for Issuance under Equity Compensation Plans	41
Employee Stock Option Plan	41
Deferred Share Unit Plan	43
2017-2025 LTRP	44
2019 LTRP	45
PSU Plan	48
RSU Plan	50
PENSION PLAN BENEFITS	52
Defined Contribution Plans	52
Deferred Compensation Plan	52
TERMINATION AND CHANGE OF CONTROL BENEFITS	54
Summary Table of Termination and Change of Control Benefits	54
Employment Agreements	55
Change of Control	55
COMPENSATION OF DIRECTORS	56
2022 Director Compensation Table	57
SHARE-BASED AND OPTION-BASED AWARDS TO DIRECTORS	58
Outstanding Share-Based Awards and Option-Based Awards to Directors
as of December 31, 2022	58
Share-based Awards, Option-based Awards and Non-equity Incentive Plan	59
Compensation to Directors Vested or Earned During 2022	59
Indebtedness of Directors and Executive Officers to the Company and its Subsidiaries under
Securities Purchase and Other Programs	59
Related Party Transactions	59
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE	59
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	60
Audit Committee	67
The Mandate of the Board	67
Board Committees	69
Charter of the Audit Committee	69
Charter of the Human Resources Committee	71
Charter of the Nominating and Governance Committee	73
Charter of the Corporate Social Responsibility Committee	75
Independence of Directors	77
Interlocking Directors	77
Overboarding	77
Composition of Board Committees	78
Matrix of Skills and Competencies	78
Equity Ownership Requirements	80
Board Diversity Policy	80
Orientation of New Directors and Continuing Education of Directors	81
Disclosure Policy	82
Climate Change	83
External Auditor Service Fees	84
Auditor Assessment	84
SHAREHOLDER ENGAGEMENT	84
SHAREHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING	85
ADDITIONAL INFORMATION	85
GENERAL	86

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SOLICITATION OF PROXIES

THIS MANAGEMENT PROXY CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF CCL INDUSTRIES INC. (THE "COMPANY") FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS of the Company (the "Meeting") to be held at the corporate offices of the Company at Suite 801, 111 Gordon Baker Road, Toronto, Ontario M2H 3R1, at 2:00 p.m. (Toronto time), on Thursday, May 11, 2023, for the purposes set out in the accompanying Notice of Meeting, and at any adjournment(s) thereof. The solicitation will be primarily by mail; however, the directors, officers and employees of the Company may also solicit proxies by telephone, by facsimile or in person. The cost of solicitation by management, as well as the cost of preparing and delivering this Management Proxy Circular and accompanying materials, will be borne by the Company.

NOTICE-AND-ACCESS

The Company has elected to use the notice-and-access procedure ("Notice-and-Access") under National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, for the delivery of the Company's Notice of Meeting and Management Proxy Circular and 2022 Annual Report (which includes the Company's audited annual financial statements and management's discussion and analysis (MD&A)) (the "Meeting Materials") to all registered and beneficial shareholders for the Meeting. Under the provisions of Notice-and-Access, all shareholders will receive a Notice-and-Access Notice ("Notice") containing information on how they can either access the Meeting Materials electronically instead of receiving a printed copy or, alternatively, how they can receive a printed copy of the Meeting Materials. Together with the Notice, holders of Class A voting shares will receive a proxy or a voting instruction form enabling them to vote at the Meeting. The Meeting Materials will be posted on www.meetingdocuments.com/TSXT/CCL as of April 6, 2023, and will remain on the website for one year thereafter. The Meeting Materials will also be available under the Company's SEDAR corporate profile at www.sedar.com as of April 6, 2023. The use of Notice-and-Access is an environmentally friendly and cost effective way to distribute the Meeting Materials because it reduces printing, paper and postage.

HOW TO VOTE YOUR SHARES

Registered Shareholders

You are a registered shareholder if your shares are held in your name and represented by a share certificate or direct registration statement of our transfer agent, TSX Trust Company.

Voting Methods

	Email
Complete your proxy form, scan it and
	email it to [e-mail].

Fax

• Complete your proxy form and return it to [phone].

	Mail
	Return your completed proxy form in the
	included prepaid envelope to:
TSX Trust Company
	Attention: Proxy Department
	P.O. Box 721
	Agincourt, ON M1S 0A1

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Non-registered Shareholders

You are a non-registered shareholder if your shares are held in the name of an intermediary (an "Intermediary") which may include, among others, banks, trust companies, securities dealers or brokers. If you receive a voting instruction form, it means you are a non- registered shareholder.

Voting Methods

	Phone
You may enter your voting instructions
	by telephone at 1-800-454-8683.
	Online
Vote at proxyvote.com using your
	computer or mobile device.
	Mail
	Return your completed voting
instruction form in the included
	prepaid envelope.

APPOINTMENT OF PROXYHOLDER

The persons named in the accompanying form of proxy are officers and directors of the Company and shall represent management at the Meeting. A holder of Class A voting shares desiring to appoint some other person (who need not be a shareholder of the Company) to represent him or her at the Meeting may do so by inserting such other person's name in the blank space provided in the form of proxy and delivering it to TSX Trust Company using a voting method described above. Proxy forms will be accepted any time up to and including 2:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting or any adjournment(s) thereof.

REVOCATION OF PROXIES

A proxy may be revoked by a holder of Class A voting shares (or, if such shareholder is a corporation, by a duly authorized officer or attorney thereof) by depositing an instrument in writing executed by the shareholder or by such shareholder's attorney authorized in writing (or, if the shareholder is a corporation, by an officer or attorney thereof authorized in writing) either with the Corporate Secretary of the Company at the Company's registered office at Suite 801, 111 Gordon Baker Road, Toronto, Ontario M2H 3R1, at any time up to and including 2:00 p.m. (Toronto time) on the last business day preceding the date of the Meeting or any adjournment(s) thereof, at which the proxy is to be used, or with the Chairman or the Secretary of the Meeting, up to the beginning of the Meeting or any adjournment(s) thereof. A proxy may also be revoked in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXYHOLDER

The Class A voting shares represented by the accompanying form of proxy will be voted for, against or withheld from voting on any ballot that may be called for in accordance with the instructions of the shareholder executing the proxy, and if such shareholder specifies a choice with respect to any matter to be acted on at the Meeting, the Class A voting shares will be voted for, against or withheld from voting accordingly. In the absence of such instructions, such shares will be voted:

FOR

• the election of the directors, in favour of each of the nominees for director named in this Management Proxy Circular
• the reappointment of KPMG LLP, Chartered Professional Accountants, as the auditor of the Company, in favour of such reappointment, and to authorize the directors to fix the remuneration of the auditor

Please refer to the second paragraph under the heading "Election of Directors" on page 8, concerning recent changes to the Canada Business Corporations Act ("CBCA") on majority voting for directors.

The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting. As at the date of this Management Proxy Circular, management knows of no such amendments or other matters to come before the Meeting other than the matters specifically identified in the accompanying Notice of the Meeting. If, however, amendments or other matters properly come before the Meeting or any adjournment thereof, the persons designated in the accompanying form of proxy will vote thereon in accordance with their judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

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