Divestiture of the Packaging Sector December 8, 2025 In this presentation, unless otherwise indicated, all financial data are prepared in accordance with International Financial Reporting Standards (IFRS) and the term ''dollars'' as well as the symbol ''$'' designate Canadian dollars. In this document, we also use non-IFRS financial measures for which a complete definition is presented below and for which a reconciliation to financial information in accordance with IFRS is presented in slide 16 "Reconciliat ...

Core Points - TC Transcontinental has entered into a stock purchase agreement with ProAmpac Holdings for the sale of its Packaging Sector, implying an enterprise value of approximately $2.22 billion [1][2][8] - The transaction is expected to provide a cash distribution of approximately $20.00 per share to shareholders [2][14] - The deal is subject to shareholder and regulatory approvals, with a special meeting planned for early 2026 [3][10] Financial Details - The aggregate purchase price is approximately $2.10 billion, subject to adjustments for debt and working capital [2][8] - The acquisition multiple is approximately 8.7x the Packaging Sector's last twelve months adjusted operating earnings before depreciation and amortization [8][21] - For the twelve months ended July 27, 2025, the Packaging Sector generated revenues of approximately $1.6 billion and adjusted operating earnings before depreciation and amortization of approximately $255 million [20][21] Strategic Implications - The transaction is viewed as a means to maximize shareholder value and allows TC Transcontinental to focus on its Retail Services & Printing and Educational Publishing businesses [4][6] - ProAmpac aims to broaden its market focus and geographic presence through this acquisition, enhancing its capabilities in the protein, dairy, and medical segments [6][8] - The deal reflects a period of industry consolidation and positions TC Transcontinental for future growth [5][6] Board and Shareholder Actions - The Board of Directors unanimously recommends that shareholders vote in favor of the transaction [11] - Capinabel Inc., the largest shareholder, has agreed to vote in favor of the transaction, holding approximately 65.96% of the voting shares [11] - Fairness opinions from CIBC Capital Markets and RBC Capital Markets indicate that the transaction is fair from a financial perspective [12] Future Outlook - Post-transaction, the company expects a pro forma net indebtedness ratio of approximately 1.7x, indicating improved financial flexibility [15] - The management will provide updated financial outlooks following the transaction's completion [22]

Group 1 - ProAmpac has made significant acquisitions recently, including International Paper's bag converting operations and PAC Worldwide, enhancing its position in the packaging industry [3][4] - The company aims to grow through both organic and acquisition strategies, focusing on sustainable packaging solutions [4] - ProAmpac is now a $3 billion company, with its revenue evenly split between plastic and paper-based packaging [4] Group 2 - The acquisition of TC Transcontinental Packaging (TCP) for approximately $1.51 billion is expected to enhance ProAmpac's capabilities in various markets, including dairy, meat, medical, and pharmaceutical [7] - TCP generated around $1.2 billion in revenue over the past year and operates 25 production plants across multiple regions [5][7] - The deal is anticipated to close in the first quarter of 2026, pending customary conditions [7]

Core Insights - The flexible packaging industry in the United States generated an estimated $151.4 billion in total economic output and supported approximately 398,780 jobs in 2025, contributing about 0.5% to the GDP [1][8] Economic Contribution - The flexible packaging sector is a significant part of the economy, with its total output including direct manufacturing and wider economic effects from supplier and consumer spending [5] - The industry is expected to generate $13.35 billion in federal, state, and local tax revenues [5] Employment and Wages - The report identifies 98,420 direct jobs in packaging manufacturing, 155,520 supplier jobs, and 144,840 induced positions, leading to a total of $33.46 billion in wages and benefits [3][4] Industry Reach - The flexible packaging industry has a broad impact across various American states, encompassing factory operations, logistics, design, finance, and materials supply [4] Demand and Sustainability - There is steady demand for flexible packaging from food and beverage, medical, and consumer goods producers, driven by the need for reliable and sustainable packaging solutions [6] - The industry is evolving through investments in new materials and recycling innovations, enhancing sustainability while supporting long-term economic value [7]

Overview of the Flexible Packaging Market - The Flexible Packaging Market is projected to grow from USD 336.87 billion in 2025 to USD 415.95 billion by 2030, with a CAGR of 4.31% during the forecast period [1] - Flexible packaging solutions are favored across various industries due to their lightweight, durable, and cost-effective nature, driven by the demand for ready-to-eat meals, specialty beverages, and pharmaceutical products [1] Market Growth Drivers - Enhanced product shelf life, reduced material usage, and a growing focus on sustainability are key factors supporting market growth [2] - The expansion of e-commerce is increasing the demand for lightweight and protective packaging that ensures product safety during shipping [2] Key Trends in the Flexible Packaging Market - **E-Commerce and Retail Packaging Demand**: The rise of e-commerce, especially in North America, is boosting the demand for lightweight and protective packaging solutions [3] - **Sustainability and Eco-Friendly Materials**: Companies are increasingly adopting mono-material films and biodegradable packaging to reduce environmental impact [4] - **Digital Printing and Customization**: Digital printing technology is enabling mass customization, improving packaging aesthetics, and reducing lead times [5] - **Pharmaceutical and Specialty Product Packaging**: The pharmaceutical sector is driving growth through cold-chain biologics packaging and flexible blister packs [7] Market Segmentation - **By Material Type**: Includes plastics (e.g., PE, BOPP), paper, aluminum foil, and biodegradable materials [10] - **By Product Type**: Comprises pouches, bags, films, and wraps [10] - **By End-Use Industry**: Encompasses food, beverages, pharmaceuticals, cosmetics, and industrial applications [10] - **By Distribution Channel**: Consists of direct and indirect sales channels [10] - **By Geography**: Covers regions such as North America, Europe, Asia Pacific, South America, and the Middle East and Africa [10] Key Players in the Flexible Packaging Market - **Mondi PLC**: Specializes in sustainable flexible packaging solutions [9] - **Sealed Air Corporation**: Known for protective packaging and food safety solutions [12] - **Huhtamaki Oyj**: Provides sustainable food and consumer packaging [12] - **Amcor plc**: Focuses on recyclability and high-barrier materials [12] - **Sonoco Products Company**: Manufactures flexible packaging and protective solutions [12] Conclusion - The Flexible Packaging Market is expected to experience steady growth through 2030, driven by e-commerce demand, sustainability initiatives, and consumer preferences for convenient packaging formats [11]

Core Insights - Transcontinental Inc. reported improved adjusted net earnings per share for the third consecutive quarter, reflecting the positive impact of a two-year profitability improvement program [3][5][21] - The company experienced a revenue decrease in the Packaging Sector due to the sale of industrial packaging operations and weaker demand, but adjusted operating earnings margin improved [4][10] - The Retail Services and Printing Sector showed a 4.5% revenue increase, driven by growth in book printing activities and successful acquisitions [5][10] Financial Performance - Revenues for Q3 2025 were $684.4 million, down 2.2% from $700.0 million in Q3 2024 [6][10] - Operating earnings before depreciation and amortization decreased by 10.3% to $109.0 million from $121.5 million year-over-year [11][53] - Adjusted net earnings attributable to shareholders increased by 14.6% to $58.9 million, with adjusted net earnings per share rising 16.7% to $0.70 [14][39] Sector Performance - The Packaging Sector faced revenue declines due to the sale of operations and lower demand, but cost discipline led to improved margins [4][10] - The Retail Services and Printing Sector reported a strong quarter with a 4.5% revenue increase, attributed to growth in book printing and successful acquisitions [5][10] Acquisitions and Growth Strategy - The company made strategic acquisitions, including Middleton Group Inc. for $4.6 million and two additional companies for up to $72.7 million, aimed at enhancing in-store marketing activities [9][10] - Investments in flexible packaging and in-store marketing are expected to drive long-term growth [21][22] Outlook - The company anticipates organic growth in adjusted operating earnings for the Packaging Sector in fiscal 2025, despite weaker demand in Q3 [22][23] - Continued focus on reducing net indebtedness while investing in growth and returning capital to shareholders is part of the strategy moving forward [23][40]

Core Insights - Transcontinental Inc. reported its second quarter results for fiscal year 2025, highlighting the positive impact of profitability improvement initiatives [2][3] - The company experienced a slight decrease in revenues and earnings in the Packaging Sector compared to the previous year, while the Retail Services and Printing Sector showed strong growth [3][4] Financial Performance - Revenues for Q2 2025 were $684.1 million, a marginal increase of 0.1% from $683.2 million in Q2 2024 [5][8] - Operating earnings before depreciation and amortization rose by 17.8% to $104.5 million from $88.7 million in Q2 2024 [5][9] - Net earnings attributable to shareholders increased by 112.6% to $33.8 million ($0.40 per share) compared to $15.9 million ($0.18 per share) in Q2 2024 [5][11] - Adjusted net earnings attributable to shareholders grew by 6.4% to $48.2 million ($0.58 per share) from $45.3 million ($0.52 per share) in the same quarter last year [5][12] Sector Performance - The Packaging Sector saw a slight revenue and earnings decline, attributed to the sale of industrial packaging operations and lower volume, but maintained an adjusted operating earnings margin of 16.2% [3][4] - The Retail Services and Printing Sector reported a 5.1% increase in revenues and a 15.5% rise in adjusted operating earnings to $54.4 million, driven by growth in book printing and specialty solutions [4][5] Debt and Dividends - The company reduced its long-term debt significantly due to strong cash flows and the sale of industrial packaging operations, which also led to lower financial expenses [4] - A special dividend of $1.00 per share was paid during the second quarter, reflecting the company's solid financial position [4][7] Outlook - The company anticipates organic growth in adjusted operating earnings for the Packaging Sector in fiscal 2025 compared to fiscal 2024, while expecting stability in the Retail Services and Printing Sector [19][20] - Continued investments in growth activities, particularly in flexible packaging and in-store marketing, are expected to drive long-term growth [19]