IPL Plastics : Special Meeting of Shareholders 28 September 2020

IPL Plastics Inc.

Special Meeting of Shareholders -

Madison Dearborn Partners Acquisition of IPL Plastics Inc.

28 September 2020

1

IntroductionOverview

• On July 29 2020, IPL Plastics Inc. (the "Company") announced that it had entered into an arrangement (the "Arrangement") to be acquired by Intelligent Packaging Limited Purchaser Inc. (the "Purchaser"), an entity managed by Madison Dearborn Partners, LLC, ("MDP") a Chicago- based private equity firm.
• The Purchaser will acquire all of the issued and outstanding common shares of the Company at C$10.00 in cash per share (the "Purchase Price").
• The transaction values the Company at CAD$555 million on an equity basis and at CAD$981 million on an enterprise basis.
• The Purchase price represents approximately a 49% premium to the closing price per Share on the TSX on July 28, 2020 and a 69% premium to the 20-dayvolume-weighted average price per Share on the TSX for the period ending on July 28, 2020.
• The Arrangement was unanimously recommended by the Board and the independent committee of the Board (the "Special Committee").
• Following the Purchase, CDPQ will hold a minority equity interest in the Company of approximately 24.9%.

2

ValuationOverv ew Independently Assessed

• In response to various confidential enquiries and unsolicited preliminary proposals from North American and European private equity sponsors who wished to explore a potential privatization transaction involving the Company, the Board established the independent Special Committee.
• As required by law, the Special Committee engaged independent advisor PwC to undertake a formal valuation of the shares of the
  Company ("the Shares") which determined that, as of July 28, 2020, the fair market value of the Shares ranged between CAD$9.20 and CAD$10.90 per Share.

Fairness Opinions

• PwC's opinion to the Special Committee was that, as of July 28, 2020, the consideration to be received by the selling shareholders of the Company is fair to such shareholders.
• BMO Capital Markets, the Company's financial advisor, also confirmed the fairness of the consideration to be received by the selling shareholders.

3

"GoOverviewShop" Process

• The Arrangement agreement contained a "go-shop" provision allowing the Company to solicit potential superior acquisition proposals during an initial 30-day period (with the possibility of a further 10-day extension under certain circumstances).
• During the "go-shop" period BMO Nesbitt Burns Inc. ("BMO"), contacted
  57 prospective purchasers. 14 of the prospective purchasers entered into a confidentiality and standstill agreement with the Company and were provided with access to non-public information about the Company.
• All 14 prospective purchasers subsequently informed BMO that they were no longer interested in pursuing a transaction with the Company.
• The 30 day "go-shop" period expired on August 27, 2020 with no superior proposal received during this time.

4