Richards Packaging Income Fund : October 3, 20232023 Management Information Circular and date it March 24th, 2023

Income Fund

(TSX: RPI.UN)

Notice of Annual Meeting of Unitholders and

Management Information Circular

May 4, 2023

		TABLE OF CONTENTS
MANAGEMENT INFORMATION CIRCULAR	3	CORPORATE GOVERNANCE	8
VOTING & PROXY MATTERS	4	COMPENSATION OF EXECUTIVE OFFICERS...	11
BUSINESS OF THE MEETING	6	COMPENSATION OF THE BOARD
				OF TRUSTEES	16
1)	PRESENTATION OF FINANCIAL
	STATEMENTS	6
2)	VOTES
	a)	ELECTION OF TRUSTEES	6
	b)	ELECTION OF DIRECTORS	7
	c)	APPOINTMENT OF AUDITORS	8

	ADDENDA
SCHEDULE A	BOARD OF TRUSTEES - TERMS OF REFERENCE
	BOARD OF DIRECTORS - TERMS OF REFERENCE

Notice of Annual Meeting of Unitholders

The Annual Meeting (the "Meeting") of the holders of trust units of Richards Packaging Income Fund (the "Fund") will be held at 9:00 a.m. (EDT) on Thursday, May 4, 2023, at the offices of McMillan LLC, Brookfield Place, 181 Bay Street, Suite 4400, Toronto, Ontario for the following purposes:

1. to receive the consolidated financial statements of the Fund for the year ended December 31, 2022 and the report of the auditors thereon;
2. to elect the trustees of the Fund for the ensuing year;
3. to elect the directors of Richards Packaging Holdings Inc. ("Holdings") and Richards Packaging Holdings 2 Inc. ("Holdings 2") for the ensuing year;
4. to appoint PricewaterhouseCoopers LLP as the auditors for the ensuing year and authorizing the trustees of the Fund to fix the remuneration to be paid to the auditors; and
5. to transact such other business as may properly come before the Meeting and any adjournment thereof.

The accompanying Management Information Circular of the Fund provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice. The financial statements for the year ended December 31, 2022 and the report of the auditors thereon are included in the Fund's Annual Report available on SEDAR at www.SEDAR.com.

By Order of the Board of Trustees

(Signed) "Donald Wright"

Trustee, Chairman of the Board

Richards Packaging Income Fund

Dated at Toronto, Ontario this 24th day of March 2023

Richards Packaging Income Fund

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MANAGEMENT INFORMATION CIRCULAR

For the Annual Meeting of Unitholders

To be held on Thursday, May 4, 2023

The trustees (the "Trustees") of Richards Packaging Income Fund (the "Fund"), in conjunction with the management of Richards Packaging, are pleased to announce the Fund's eighteenth annual meeting (the "Meeting"). We are asking you to vote and are soliciting proxies and voting instructions for the votes on the matters to be considered at the Meeting of holders (the "Unitholders") of trust units (the "Units") of the Fund. The costs of preparing and mailing the Notice of Meeting, this Management Information Circular and related matters are being borne by the Fund and Richards Packaging. The record date for notice and voting is March 23, 2023.

The Fund

The Fund is an open-ended, limited purpose trust established under the laws of the Province of Ontario by a Declaration of Trust (as amended, the "Trust Declaration") to hold the securities of Richards Packaging, directly or indirectly. Richards Packaging is a full-service distributor of packaging containers and healthcare supplies and products and has 20 locations across Canada, the United States and Mexico.

The Fund does not carry on any active business but rather holds the securities of Holdings and Holdings 2. The affairs of the Fund are supervised by its board of Trustees, who are responsible for, among other things, representing the Fund as a shareholder and note indenture holder of Holdings and Holdings 2 and authorizing distributions from the Fund to the Unitholders.

Voting Securities and Principal Holders of Voting Securities

The Fund is authorized to issue an unlimited number of Units and 10,955,007 Units were issued and outstanding as of March 23, 2023. Each Unit entitles the holder to one vote. An unlimited number of special voting units ("Special Voting Units") may be created and issued by the Fund pursuant to the Declaration of Trust. As of March 23, 2023, Special Voting Units of 463,006 are held by holders of exchangeable shares of Holdings. The Fund has issued one Special Voting Unit for each one exchangeable share of Holdings that is outstanding. On the record date established for the Meeting, the holders of the Special Voting Units are entitled to one vote per Special Voting Unit outstanding. The record date for determining notice of and voting rights at the Meeting is March 23, 2023.

To the knowledge of the Trustees, no person or company beneficially owns, or controls or directs, directly or indirectly, Units or Special Voting Units carrying more than 10% of the voting rights attached to the issued and outstanding Units or Special Voting Units, except the following:

Name of	Number of	% of	Number of	% of	% of Outstanding
Beneficial Owner or	Units	Outstanding	Special Voting	Outstanding	Units and Special
Person Exercising Voting		Units	Units	Special Voting	Voting Units
Control				Units
Mr. Gerry Glynn	2,194,256	20.0%	63,212	13.7%	19.8%
Mr. David Prupas	593,680	5.4%	234,680	50.7%	7.3%
Robert Cooper	1,900	0.02%	69,500	15.0%	0.6%
Mawer Investment	1,347,966	12.3%	--	--	11.8%
Management Ltd.

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Interest of Certain Persons in Matters to be Acted Upon

No Trustee of the Fund, director or officer of Richards Packaging, nor their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed herein.

Information for Beneficial Holders of Securities

The information set forth in this section is of significant importance to beneficial holders of Units (herein referred to as "Beneficial Unitholders"), as they do not hold Units registered in their own names on the records of the Fund. Such holders should note that since all Units are held in the book-based system operated by CDS Clearing and Depository Services Inc. ("CDS"), only proxies deposited by CDS, as the sole registered Unitholder, can be recognized and acted upon at the Meeting. If Units are listed in an account statement provided to a Beneficial Unitholder by a broker, then those Units will not be registered in the Beneficial Unitholder's name on the records of the Fund. All of such Units will be registered under the name of CDS & Co., the registration name for CDS. Units may only be voted (for or

against resolutions) upon the instructions of the Beneficial Unitholder. Without specific instructions, brokers/nominees are prohibited from voting Units on behalf of their clients.

In accordance with applicable securities laws, the Fund has distributed copies of the Notice and this Management Information Circular and the form of proxy to be used by CDS as the sole registered Unitholder (collectively, the "meeting materials") to CDS and intermediaries for onward distribution to Beneficial Unitholders.

VOTING & PROXY MATTERS

Intermediaries are required to forward meeting materials to Beneficial Unitholders unless a Beneficial Unitholder has waived the right to receive them. Typically, intermediaries will use service companies to forward the meeting materials to Beneficial Unitholders. Beneficial Unitholders who have not waived the right to receive meeting materials will either:

1. be given a voting instruction form which must be completed and signed by the Beneficial Unitholder in accordance with the directions on the voting instruction form, which may in some cases permit the completion of the voting instruction form by telephone or through the Internet. A Beneficial Unitholder who receives a voting instruction form cannot use that form to vote the Units directly at the Meeting; rather, the Beneficial Unitholder must complete the voting instruction form in accordance with the instructions contained therein well in advance of the Meeting; or
2. less frequently, be given a proxy which has already been signed by the intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Units beneficially owned by the Beneficial Unitholder, but which is otherwise uncompleted. This form of proxy need not be signed by the Beneficial Unitholder. In this case, the Beneficial Unitholder who wishes to submit a proxy should otherwise properly complete the form of proxy received from the intermediary and deposit it with the Fund's transfer agent, to TSX Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1 as described below under "Appointment of Proxies".

The purpose of these procedures is to permit Beneficial Unitholders to direct voting of the Units they beneficially own. Should a Beneficial Unitholder who receives either a proxy or a voting instruction form wish to attend and vote at the Meeting in person, or have another person attend and vote on behalf of the Beneficial Unitholder, the Beneficial Unitholder should insert the Beneficial Unitholder's, or such other person's, name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form.

In either case, Beneficial Unitholders should carefully follow the instructions of their intermediaries and their service companies.

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Revocation of Proxies

A registered Unitholder who has given a proxy may revoke the proxy:

1. by completing a proxy signed by the Unitholder or by the Unitholder's attorney authorized in writing bearing a later date and depositing it with the transfer agent as described above; or
2. by depositing an instrument of revocation in writing executed by the Unitholder or by the Unitholder's attorney authorized in writing:
3. 1. at the registered office at Richards Packaging at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the proxy is to be used, or
   2. with the chairman of the Meeting prior to the exercise of the proxy; or
4. in any other manner permitted by law.

A Beneficial Unitholder may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to an intermediary at any time by written notice to the intermediary, except that an intermediary may not act on a revocation of a voting instruction form or of a waiver of the right to receive meeting materials and to vote that is not received by the intermediary in sufficient time prior to the Meeting.

If you are a Beneficial Unitholder and wish to vote in person at the Meeting, please review the voting instructions provided to you or contact your broker or agent well in advance of the Meeting to determine how you can do so.

Solicitation of Proxies and Voting Instructions

This Management Information Circular is furnished in connection with the solicitation of proxies and voting instructions by the Trustees of the Fund and management of Richards Packaging for use at the Meeting and at any adjournment thereof, for the purposes set forth in the Notice of Meeting and in this Management Information Circular. In addition to the use of mail, proxies and voting instructions may be solicited in person, by telephone, or by other means of communication, by employees of Richards Packaging, who will not be remunerated therefor. Richards Packaging reserves the right to retain proxy solicitation services or dealers, for appropriate compensation, but has no current plans to do so.

Appointment of Proxies

The persons named in the enclosed form of proxy are Trustees. A registered Unitholder who wishes to appoint some other person to represent him/her at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or by completing another proper form of proxy. Such other person need not be a Unitholder.

To be valid, proxies must be returned to TSX Trust Company so as to arrive not later than 5:00 p.m. (Toronto time) on May 2, 2022 or, if the Meeting is adjourned, 48 hours before any reconvened meeting or be deposited with the chairman of the Meeting prior to the commencement of the Meeting or any reconvened meeting. Proxies may be returned by facsimile to [phone], or by mail (a) in the enclosed envelope, or (b) hand delivery or courier to TSX Trust Company, 1 Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6.

Voting of Proxies

The persons named in the accompanying form of proxy, who are Trustees, will vote or withhold from voting Units in respect of which they are appointed, on any ballot that may be called for, in accordance with the instructions of the Unitholder appointing them and, if the Unitholder specifies a choice with respect to any matter to be acted upon, the Units will be voted accordingly.

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