IPL Plastics : - Circular (English)

These materials are important and require your immediate attention. They require shareholders of IPL Plastics Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors. If you have any questions or require more information, please contact D.F. King Canada, by telephone in North America at [phone], outside of North America at 416-682-3825 or in Ireland at 353 76 670 1238 or by email to [e-mail].

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on September 28, 2020 and

MANAGEMENT INFORMATION CIRCULAR

with respect to a proposed arrangement involving

IPL PLASTICS INC.

and

INTELLIGENT PACKAGING LIMITED PURCHASER INC.

and

INTELLIGENT PACKAGING SUB LIMITED PARTNERSHIP

RECOMMENDATION TO SHAREHOLDERS:

THE BOARD OF DIRECTORS OF IPL PLASTICS INC. RECOMMENDS THAT SHAREHOLDERS

VOTE

FORTHE ARRANGEMENT RESOLUTION

August 18, 2020

August 18, 2020

Dear Shareholders,

The board of directors (the "Board") of IPL Plastics Inc. (the "Company") invites you to attend a special meeting (the "Meeting") of the holders ("Shareholders") of common shares (the "Shares") of the Company to be held as a virtual-only meeting conducted by live audio webcast at https://web.lumiagm.com/280366798on September 28, 2020 at 10:00 a.m. (Montreal time).

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act ("CBCA") involving the Company and Intelligent Packaging Limited Purchaser Inc. (the "Purchaser"), an entity controlled by certain funds (the "MDP Funds") managed by Madison Dearborn Partners, LLC, pursuant to which the Purchaser will, among other things, acquire all of the issued and outstanding Shares. Pursuant to the Arrangement:

• Shareholder Consideration. Shareholders will receive C$10.00 per Share in cash (the "Consideration"). The Consideration represents a 49% premium to the closing price of the
  Shares on July 28, 2020 (the last trading day immediately prior to the announcement of the Arrangement), a 69% premium to the 20-dayvolume-weighted average price per Share for the period ending on July 28, 2020, and a 153% premium to the closing price on May 15, 2020 (the last trading day prior to media reports concerning a potential acquisition of the Company). The transaction values the Company at approximately C$555 million on an equity basis and at C$981 million on an enterprise basis.
• Rollover Shareholder. Following the receipt of the Consideration by Caisse de dépôt et placement du Québec (the "Rollover Shareholder" or "CDPQ") for the outstanding Shares owned by it, CDPQ will reinvest a portion of the cash Consideration received into the indirect parent of the Purchaser, effectively rolling-over a portion of its interest in the Company. Upon the completion of the Arrangement, the MDP Funds will be the indirect controlling shareholder of the Company, with a wholly-owned subsidiary of CDPQ holding an indirect minority equity interest of 24.9%. CDPQ plans to continue to support the development of the Company in Québec and abroad. Provided that it maintains a minimum ownership threshold, CDPQ will hold governance rights in respect of material modifications to certain Company activities in Québec following the completion of the Arrangement.

To address public health measures arising from the unprecedented public health impact of the COVID-19 pandemic and to limit and mitigate risks to the health and safety of our communities, Shareholders, employees, directors and other stakeholders, the Meeting will be held in a virtual-only format conducted by live audio webcast at https://web.lumiagm.com/280366798. The virtual Meeting will be accessible online starting at 9:00 a.m. (Montreal time) on September 28, 2020. Shareholders regardless of geographic location will have an equal opportunity to participate in the Meeting online. Shareholders will not be able to attend the Meeting in person.

The accompanying notice of special meeting (the "Notice of Meeting") and management information circular (the "Circular") contain a detailed description of the Arrangement and set forth the actions to be taken by you at the Meeting. You should carefully consider all of the relevant information in

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the Notice of Meeting and the Circular and consult with your financial, legal or other professional advisors if you require assistance.

For the Arrangement to proceed, the Arrangement Resolution must be approved by: (i) not less than two-thirds of the votes cast by Shareholders virtually present or represented by proxy; and (ii) a simple majority of the votes cast by the Shareholders (other than the Rollover Shareholder) virtually present or represented by proxy.

The Board based in part on the unanimous recommendation of the special committee of the Board (the "Special Committee") and after receiving legal and financial advice, has determined that the Arrangement is in the best interests of the Company and fair to the Shareholders (other than the Rollover Shareholder in respect of Shares held by the Rollover Shareholder). The Board of Directors unanimously (excluding the Abstaining Director) recommends that the Shareholders vote FORthe Arrangement Resolution. The determination of the Board is based on various factors described more fully in the Circular and in particular under the heading "Reasons for the Arrangement" . In making its recommendation, the Board of Directors and the Special Committee carefully considered a variety of factors, including the status quo, and believe that the Consideration in cash is an attractive alternative for Shareholders taking into account the premium, liquidity, current business prospects and economic circumstances and the challenges the Company has faced since its initial public offering. Each director and executive officer of the Company who holds Shares intends to vote all of such individual's Shares FORthe Arrangement Resolution.

Your vote is important regardless of how many Shares you own. Whether or not you are able to virtually attend the Meeting, Shareholders are urged to vote as soon as possible electronically, by telephone, email, facsimile or in writing, by following the instructions set out on the form of proxy or voting instruction form, as applicable, which accompanies the Notice of Meeting. Votes must be received by Computershare Investor Services Inc. not later than 10:00 a.m. (Montreal time) on September 24, 2020 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed). If you hold Shares through a broker, investment dealer, bank, trust company or other intermediary, you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting.

If the Arrangement is approved and completed, before the Purchaser can pay you for your Shares, the depositary will need to receive the applicable letter of transmittal completed by you, if you are a registered Shareholder, or your broker, investment dealer, bank, trust company or other intermediary, if you are a non-registered Shareholder. Registered Shareholders must complete, sign, date and return the enclosed letter of transmittal. If you are a non-registered Shareholder, you must ensure that your intermediary completes the necessary transmittal documents to ensure that you receive payment for your Shares if the Arrangement is completed.

The Arrangement is subject to customary closing conditions for a transaction of this nature, including court approval, approval of Shareholders in the manner described above and applicable government and regulatory approvals. If the necessary approvals are obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Arrangement will be completed in the fourth quarter of 2020 and as a Shareholder, you will receive payment for your Shares shortly after closing provided the depositary receives your duly completed letter of transmittal.

If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact the Company's proxy solicitation agent, D.F. King Canada by telephone in North America at [phone], outside of North America at [phone] (collect) or in Ireland at 353 76 670 1238 or by email to [e-mail]. If you have any questions about submitting your Shares to the Arrangement including with respect to completing the applicable letter of transmittal, please contact Computershare Trust Company of Canada, who will act as depositary under the Arrangement, at 1-800-564-6253 (for Shareholders in Canada and in the United States) or 1-514-982- 7555 (for Shareholders outside Canada and the United States).

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On behalf of the Company, I would like to thank all of our Shareholders for their continuing support.

Yours very truly,

(Signed) "David McAusland"

David McAusland

Chair of the Board of Directors

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