CVC LIMITED — Investor Presentation 2011

Jul 6, 2011

Pro-Pac Packaging Ltd Investor Presentation

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Proposed Bennamon share acquisition and market update 7 July 2011

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Disclaimer

complete. It is not a product disclosure statement under the Corporations Act and has not been lodged with ASIC. Some of the statements in this presentation constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. These forward-looking statements reflect Pro-Pac Packaging Limited’s current intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside Pro-Pac Packaging Limited’s control. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Because actual results could differ materially from Pro-Pac Packaging Limited’s current intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this presentation with caution. Neither Pro-Pac nor any of its directors, employees, consultants, contractors, advisers or agents assume any obligation to update this presentation.

This management presentation may not be copied or otherwise reproduced.

Pro-Pac Packaging Limited 148 Newton Road Wetherill Park NSW 2164 T: (02) 8781 0500 F: (02) 8781 0599 www.ppgaust.com.au

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Contents
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Contents

 Proposal summary

• About Bennamon

• Strategic rationale and benefits

• Preliminary FY2011 results

• Indicative FY2012 guidance

 Annexure A – Indicative proposal timetable

• Annexure B – About Pro-Pac

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Proposal Summary
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Proposal Summary

• Bennamon Pty Ltd (BPL) has entered into an agreement to acquire the 30.2% held by CVC group entities for 45 cents per PPG share

• BPL’s share acquisition from CVC is conditional, a principal condition being the approval of the nonassociated shareholders of PPG

• BPL already owns 18.1% of PPG

• BPL would own approximately 48.3% post acquisition of CVC interests

• PPG Board have commissioned an Independent Expert’s Report

• Mid September date anticipated for general meeting of PPG shareholders to consider the proposed transaction (see Annexure A)

• The Independent Directors on the PPG Board believe the proposed share acquisition will be beneficial for PPG and for the non-associated shareholders and are therefore in favour of the transaction

• Significant benefits are expected to flow to PPG from BPL’s increased shareholding (see slides 6 & 7)

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About Bennamon
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About Bennamon

• BPL is a private investment vehicle owned by Geminder Holdings

• Mr Raphael (Ruffy) Geminder – Executive Chairman of Bennamon / Geminder Holdings

• Geminder Holdings has a number of investments in the packaging industry of potential benefit to PPG

• Through its investments, Geminder Holdings generates revenue in excess of $1 billion per annum and holds assets in excess of $1 billion

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Strategic Rationale and Benefits
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Strategic Rationale and Benefits

• CVC has been a financial investor in PPG for the past 8 years with no other exposure to

the packaging industry

• BPL have made the decision to increase their existing 18.1% shareholding in PPG

• Bennamon / Geminder Holdings is a significant industry participant with broad industry and product knowledge and experience

• BPL has indicated its support of PPG’s growth strategies and initiatives and is a more suitable majority shareholder to support PPG in achieving its growth plans

• BPL is well placed both financially and strategically to assist with capital raising initiatives to fund appropriate growth opportunities

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Strategic Rationale and Benefits
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Strategic Rationale and Benefits (continued)

• PPG can benefit from a strengthened relationship with Bennamon / Geminder Holdings in a variety of ways:

• Can provide PPG a channel to access a significantly larger customer base, particularly to PPG’s industrial packaging division, which may see existing trading increase

• PPG anticipates improved pricing, supply and distribution chain efficiencies through benefitting from Bennamon / Geminder Holdings experience

• PPG will be able to draw on Bennamon / Geminder Holdings’ significant technical and

manufacturing expertise to improve the efficiency and performance of its manufacturing units

• PPG may benefit from the access to overseas expansion, product sourcing and innovation opportunities via Bennamon’s extensive global contacts and relationships

• Anticipated enhanced trading opportunities with Bennamon / Geminder Holdings’ various packaging related investments

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Preliminary FY2011 Results
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Preliminary FY2011 Results

• Subject to Audit, the PPG Board advises that it expects PPG to deliver the following full year financial results to 30 June 2011:

• Revenue $113m - $114m (2010: $91m)

• EBITDA $10.6m - $10.9m (2010: $10.0m)

• Normalised EBITDA $11.0m - $11.3m (2010: $10.0m)

• NPAT $4.7m - $4.9m (2010: $5.1m)

• Normalised NPAT $5.3m - $5.5m (2010: $5.3m)

• Normalisation adjustments include costs associated with the once off rationalising of several sites in both VIC and NSW, costs relating to establishing new business teams/branches and also the non-cash amortisation cost in relation to a pre-paid license

• of 2.0 cents per share (fully franked) for the year

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Indicative FY2012 Guidance
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Indicative FY2012 Guidance

 The PPG Board is able to provide the following indicative FY2012 guidance[1 ]

• Revenue $122m - $125m (2011: $113m - $114m)

• EBITDA $11.5m - $12.5m (2011: $10.6m - $10.9m)

• NPAT $5.5m - $6.1m (2011: $4.7m - $4.9m)

• Normalised[2] NPAT $5.7m - $6.3m (2011: $5.3m - $5.5m)

• Total dividends of 2.0 to 2.5 cents per share (fully franked)

• The indicative FY2012 guidance is subject to market conditions and other factors which may change 2. Relates to non-cash amortisation of the pre-paid license

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Annexure A – Indicative Proposed Timetable
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Indicative Proposed Timetable

Timeframe Event Mid August 2011 Notice of meeting information including the Independent Expert’s Report released to ASX and sent to PPG shareholders Mid September 2011 PPG shareholders meeting held Mid September 2011 Completion of the Bennamon share acquisition from the CVC group entities if approved by shareholders

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Annexure B – About Pro-Pac
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About Pro-Pac - Overview

 Leading manufacturer and supplier of end-to-end packaging solutions

 Established in 1987 and listed on ASX April 2005

• Major divisions:

 Rigid Packaging manufacture & distribution

 Industrial Packaging import, manufacture & distribution

 Top 3 packaging supplier in 80% of key product lines

 National distribution

 10,000+ diverse customers servicing a range of industry segments

 Over 300 staff, 60+ of which are in front line sales

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Annexure B – About Pro-Pac
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About Pro-Pac - Rigid Packaging

Manufacturer and distributor of rigid containers & all types of caps & closures.

 Bottles

 Measures

• Caps

 Pails

• Cubes

• Sprays & Pumps

• Drums

• Jars

• Jerry Cans

• Triggers

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Annexure B – About Pro-Pac
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About Pro-Pac - Industrial Packaging

Manufacturer and distributor of:

• Biodegradable voidfill

• Cartons

• Stretch & shrink film

• Packaging & specialty tapes

• Strapping – steel, poly & PET

• Labels

• Poly bags

• Bubble, paper & air pillow

• Janitorial products

• Disposable hygiene products

• Packaging tools & machinery

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Annexure B – About Pro-Pac
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About Pro-Pac - Customer Base

[Strong and diverse customer base servicing a range of industry segments: ]

• Automotive

• Entertainment

• Oil

• Cosmetics

• Industrial

• Beverage

• Pharmaceuticals

• Retail

• Manufacturing

• Transport

• Food

• FMCG

• Fast food chains

• Agrichem

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