PRO-PAC PACKAGING LIMITED — AGM Information 2017

Oct 25, 2017

26 October 2017

The Manager Company Announcements ASX Limited Level 4, 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Pro-Pac Packaging Limited (ASX:PPG) Despatch of Notice of Annual General Meeting and Proxy Form

Pro-Pac Packaging Limited advises that the enclosed documents is being despatched to shareholders today.

Yours faithfully

Mark Saus Company Secretary

PRO-PAC PACKAGING LIMITED

A.C.N 112 971 874

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY NOTES

Date: Monday, 27 November 2017

Time: 12:00pm (Melbourne time)

Place: Chartered Accountants Australia and New Zealand, Level 18, 600 Bourke Street, Melbourne VIC 3000

This Notice of Meeting is dated 26 October 2017.

This document is important and requires your prompt attention. You should read this document in its entirety and consult your stockbroker, solicitor, accountant, licensed financial adviser or other professional adviser if you are in any doubt as to what to do.

Table of Contents
1. Chairman's Letter	3
2. Notice of Meeting	4
3. Explanatory Notes	10
4. Glossary	41

NOTE: Capitalised terms used in this document are defined in the Glossary (Section 4).

Key Dates
Due date for lodgement of proxy forms	12:00pm on 25 November 2017
Record Date	7:00pm on 25 November 2017
Annual General Meeting	12:00pm on 27 November 2017

NOTE: The above timetable is indicative only. The Company may vary any of the above dates without notice subject to the Corporations Act, the ASX Listing Rules and other applicable law.

Important Information

This Notice of Meeting is dated 26 October 2017.

A copy of this Notice of Meeting has been lodged with ASIC and ASX. Neither ASIC nor ASX takes any responsibility for the contents of this Notice of Meeting.

This Notice of Meeting is governed by the law in force in New South Wales.

Corporate Directory

Current Directors

• Mr. Ahmed Fahour (Chairman)
• Mr. Elliott Kaplan (Non-Executive Director)
• Mr. Brandon Penn (Non-Executive Director)
• Dr. Gary Weiss (Non-Executive Director)

Company Secretary

Mr. Mark Saus

Registered Office

147-151 Newton Road Wetherill Park NSW 2164 (PO Box 6484, Wetherill Park NSW 2164) Tel: (02) 8781 0500 Fax: (02) 8781 0599

Share Registry

Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000 Tel: 1300 737 760

Auditors

UHY Haines Norton Level 11, 1 York Street Sydney NSW 2000

Solicitors

Thomson Geer Level 25, 1 O'Connell Street Sydney NSW 2000

1 Chairman's Letter

26 October 2017

Dear Shareholder,

On behalf of the Directors of Pro-Pac Packaging Limited (Company or PPG), I am pleased to invite you to the Annual General Meeting of Shareholders to be held on 27 November 2017.

The business of the Annual General Meeting is set out in the Notice of Meeting commencing on page 4 and includes seeking shareholder approval for:

• an increase to the NED Fee Pool;
• an issue of ESPP Shares and Performance Rights to the new Chief Executive Officer, Mr. Grant Harrod;
• an issue of ESPP Shares to the Chairman, Mr. Ahmed Fahour;
• an issue of Options to a non-executive Director, Mr. Elliott Kaplan;
• the enhancement of the placement capacity for the Company;
• the giving of financial assistance by the IPG Group entities in connection with the Merger between the PPG Group and the IPG Group; and
• confirmation of the appointment of Mr. Rupert Harrington as a director of the Company,

each on the basis fully outlined in the enclosed Explanatory Notes.

Your Board considers that the Resolutions proposed are in the Company's best interests and will be for the benefit of all Shareholders. Independently of one another, Advent (anticipated to be a major Shareholder of the Company by the date of this Annual General Meeting) and Bennamon (a continuing major Shareholder the Company) have both indicated their support to the Board of the proposed issues of securities to Messrs Harrod, Fahour and Kaplan, as referred to above and in the enclosed Explanatory Notes.

Further information regarding the Resolutions to be considered at the meeting is set out in the enclosed Explanatory Notes.

I take this opportunity to inform Shareholders that Dr. Gary Weiss, who would in the ordinary course be up for re-election at this Annual General Meeting, will not be seeking re-election. We thank Dr. Weiss for his valuable contribution to PPG over his years of service with the Company.

I also note that as foreshadowed previously, it is anticipated that Mr. Rupert Harrington will be appointed a Director of the Company after the date of this Annual General Meeting, subject to completion of the Merger occurring.

I look forward to your attendance at the Annual General Meeting. If you are unable to attend the meeting in person, please complete, sign and return the enclosed proxy form by 12:00pm (Melbourne time) on 25 November 2017.

Yours sincerely

Ahmed Fahour Chairman

2 Notice of Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Pro-Pac Packaging Limited (Company or PPG) will be held at Chartered Accountants Australia and New Zealand, Level 18, 600 Bourke Street, Melbourne VIC 3000 on 27 November 2017 at 12:00pm (Melbourne time).

(Please refer to the Glossary on page 41 of this Notice of Meeting as necessary for the full meaning of capitalised terms appearing below).

Business:

Ordinary Business

Item 1 – Financial Report

To receive and consider the Financial Report of the Company and of the Consolidated Entity for the year ended 30 June 2017 and the Reports by Directors and Auditors thereon.

Resolution 2 – Remuneration Report

To receive, consider and adopt the Remuneration Report of the Company and Consolidated Entity for the year ended 30 June 2017.

Note: The vote on Resolution 2 is advisory only and does not bind the Directors or the Company (section 250R(3) of the Corporations Act).

Resolution 3 – Re-election of a Director – Mr. Ahmed Fahour

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"To elect, as a Director of the Company, Mr. Ahmed Fahour, who retires as a Director in accordance with the Company's Constitution and the ASX Listing Rules and offers himself for re-election."

Resolution 4 – Reduction of Company's share capital

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"That, for the purposes of section 258D of the Corporations Act, Shareholder approval is given to the cancellation of 1,000,000 shares currently on issue to former employees of the Company or which have lapsed under the Company's Executive Long Term Incentive Plan."

Special Business

Resolution 5 – Election of a Director – Mr. Rupert Harrington

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"That, subject to completion occurring as provided for in the Share Sale Agreement, for the purposes of clause 9.2 of the Company's Constitution and for all other purposes, shareholder approval is given to the election of Mr. Rupert Harrington as a director of the Company."

The Company may withdraw this Resolution 5 if completion under the Share Sale Agreement and the appointment by the Board of Mr. Rupert Harrington as a director upon such completion has not occurred by the date of the Annual General Meeting.

Resolution 6 – Increase annual limit for Directors' fees

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.17, clause 39 of the Company's Constitution and for all other purposes, Shareholder approval is given to increase the maximum aggregate annual remuneration that may be paid by the Company to its nonexecutive Directors as remuneration for their services as Directors from \$400,000 to \$600,000, with effect from 27 November 2017."

Resolution 7 – Approval of issue of Shares and grant of Performance Rights to Mr. Grant Harrod

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"That, for the purposes of Part 2E.1 and sections 200B, 200C and 200E of the Corporations Act, and ASX Listing Rule 10.14, Shareholder approval is given to the issue of shares and the grant of performance rights respectively (and the issue of shares on exercise of such performance rights) to Mr. Grant Harrod, the new Chief Executive Officer of the Company, under the Company's Executive Long Term Incentive Plan, the Company's Performance Rights Plan and his employment contract with the Company, on the terms set out in the Explanatory Notes accompanying the notice convening this Annual General Meeting."

Resolution 8 – Approval of issue of Shares to Mr. Ahmed Fahour

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"That, for the purposes of Part 2E.1 of the Corporations Act, and ASX Listing Rule 10.14, Shareholder approval is given to the issue of Shares to Mr. Ahmed Fahour, the Chairman of the Company, under the Company's Executive Long Term Incentive Plan, on the terms set out in the Explanatory Notes accompanying the notice convening this Annual General Meeting."

Resolution 9 – Approval of issue of Options to Mr. Elliott Kaplan

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"That, for the purposes of Part 2E.1 of the Corporations Act, and ASX Listing Rule 10.11, Shareholder approval is given to the issue of options (and shares on exercise of such options) to Mr. Elliott Kaplan, a non-executive Director of the Company, on the terms set out in the Explanatory Notes accompanying the notice convening this Annual General Meeting."

Resolution 10 – Enhanced Placement Capacity

To consider and, if thought fit, to pass the following Resolution as a special resolution:

"That, in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholder approval is given to the issue, on one or more occasions, of such number of ordinary shares in the Company that is cumulatively equal to up to 10% of the issued share capital of the Company, at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, at a price determined in accordance with ASX Listing Rule 7.1A.3, on the terms and conditions in the Explanatory Notes accompanying the notice convening this Annual General Meeting."

Resolution 11 – Financial assistance by IPG Group entities in connection with the Merger

To consider, and if thought fit, to pass the following Resolution as a special resolution:

"That for the purposes of and as required by section 260B(3) of the Corporations Act 2001 (Cth), the Company in general meeting approves the giving of financial assistance by each Australian IPG Group entity in connection with the Company's acquisition of all of

the shares in IPG, in the manner and on the terms and conditions described in the Explanatory Notes accompanying the Notice of Meeting."

General Business – to transact any other business that may be brought forward in accordance with the Constitution of the Company.

Further information in relation to the Resolutions is set out in the Explanatory Notes which accompany and form part of this Notice of Meeting.

By order of the Board

Mark Saus Company Secretary Date: 26 October 2017

2.1 Voting Exclusions

Resolution 2

In accordance with the Corporations Act, the Company will disregard any votes cast in respect of Resolution 2:

• (a) by or on behalf of a member of the Key Management Personnel (KMP) of the Company whose remuneration is disclosed in the Remuneration Report; and
• (b) by a closely related party of any KMP of the Company; and
• (c) by a proxy who is a member or a closely related party of the KMP of the Company.

However, the Company need not disregard a vote if:

• (a) it is cast by a person (including the KMP or their closely related parties) as the proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, where the proxy form does not specify the way the proxy is to vote on Resolution 2 but expressly authorises the person chairing the meeting to exercise the proxy even if Resolution 2 is connected directly or indirectly with the remuneration of a member of the KMP of the Company. The person chairing the meeting intends to vote all available proxies in favour of this Resolution 2.

Resolution 6

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in respect of Resolution 6 by:

• (a) a Director;
• (b) any Associates of a Director; and
• (c) by a proxy who is a member or a closely related party of the KMP of the Company.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as the proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, where the proxy form does not specify the way the proxy is to vote on Resolution 6 but expressly authorises the person chairing the meeting to exercise the proxy even if Resolution 6 is connected directly or indirectly with the remuneration of a member of the

KMP of the Company. The person chairing the meeting intends to vote all available proxies in favour of this Resolution 6.

Resolution 7

In accordance with the Corporations Act and ASX Listing Rules, the Company will disregard any votes cast in respect of Resolution 7 by:

• (a) Mr. Grant Harrod; and
• (b) any Associates of Mr. Grant Harrod.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as the proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. The person chairing the meeting intends to vote all available proxies in favour of this Resolution 7.

Resolution 8

In accordance with the Corporations Act and ASX Listing Rules, the Company will disregard any votes cast in respect of Resolution 8 by:

• (a) Mr. Ahmed Fahour; and
• (b) any Associates of Mr. Ahmed Fahour.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as the proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form.

Resolution 9

In accordance with the Corporations Act and ASX Listing Rules, the Company will disregard any votes cast in respect of Resolution 9 by:

• (a) Mr. Elliott Kaplan; and
• (b) any Associates of Mr. Elliott Kaplan.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as the proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. The person chairing the meeting intends to vote all available proxies in favour of this Resolution 9.

Resolution 10

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in relation to Resolution 10 by:

(a) a person who may participate in the issue of Shares pursuant to the Enhanced Placement Capacity and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 10 is passed; and

(b) any associates of any of those persons.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as the proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. The person chairing the meeting intends to vote all available proxies in favour of this Resolution 10.

2.2 Documents

A proxy form accompanies these documents.

2.3 Persons entitled to vote

Under regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the Annual General Meeting will be as it appears in the Share register at 7:00 pm (Melbourne time) on 25 November 2017.

2.4 How to Vote

If you are eligible, you may vote by attending the Annual General Meeting in person or by proxy or attorney. A member who is a body corporate may appoint a representative to attend and vote on its behalf.

2.5 Voting in Person

To vote in person, attend the Annual General Meeting at the time and place set out in this Notice of Meeting.

2.6 Voting by Proxy

To vote by proxy, please complete, sign and return the enclosed proxy form in accordance with the following instructions. If you require an additional proxy form, the Company will supply it on request.

2.7 Proxies

A Shareholder who is entitled to vote at the Annual General Meeting may appoint:

• one proxy if the member is only entitled to one vote; or
• one or two proxies if the member is entitled to more than one vote.

Where the Shareholder appoints 2 proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded.

A proxy need not be a Shareholder of the Company.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation.

The proxy form and the power of attorney or other authority (if any) under which it is signed or a certified copy, must be received by the Company at least 48 hours before the time for holding of the Annual General Meeting or any adjourned meeting (or such lesser period as the Directors may permit) at the Company's registered office:

• 147-151 Newton Road, Wetherill Park NSW 2164; or
• PO Box 6484, Wetherill Park NSW 2164; or

• the following fax number at the Company's registered office: (02) 8781 0599.

2.8 Voting by Attorney

A Shareholder may appoint an attorney to act on the Shareholder's behalf at the Annual General Meeting. The power of attorney or such other evidence of the attorney's appointment and authority to the satisfaction of the Directors must be received by the Company at least 48 hours before the time for holding of the Annual General Meeting or any adjourned meeting.

2.9 Enquiries

For further information, please contact Mark Saus, Company Secretary, on (02) 8781 0500.

3 Explanatory Notes

These Explanatory Notes have been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at Chartered Accountants Australia and New Zealand, Level 18, 600 Bourke Street, Melbourne VIC 3000 on 27 November 2017 at 12:00pm (Melbourne time).

3.1 Item 1 – Financial Report

In accordance with the Corporations Act and the Constitution of the Company, the Financial Report of the Company and of the Consolidated Entity for the period ended 30 June 2017 and the Reports by Directors and Auditors thereon are to be laid before the Annual General Meeting.

There is no formal Resolution to be put in respect of this matter. However, Shareholders will be given the opportunity to make comments and ask questions of the Board and the Auditor in respect of the reports. In addition, Shareholders are able to submit questions to the Company for the Auditor prior to the meeting. The list of any such questions will be presented at the meeting for discussion and responses.

3.2 Resolution 2 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, a resolution must be put to the Shareholders that the remuneration report of the Company, as included in the Directors' Report, be adopted. A copy of this report can be found on pages 7 to 11 of the Company's annual report and can also be found on the Company's website at www.ppgaust.com.au.

The Resolution is not binding upon the Company or the Board but must be put and the chair of the meeting must provide reasonable opportunity at the meeting for Shareholders to ask questions about and comment on the remuneration report.

None of the Directors has an interest in the outcome of this Resolution. However, as the Directors are "Key Management Personnel" for the purposes of the Corporations Act, a voting exclusion statement applies as set out on page 6 of this Notice of Meeting. For those reasons, the Directors will not be making recommendations as to voting on this Resolution.

3.3 Resolution 3 – Re-election of Director

The Company's Constitution provides that, at each annual general meeting of the Company, one third of the Directors retire from office but no director may retain office for more than three years without submitting himself or herself for re-election. Dr. Gary Weiss is retiring as a Director and not seeking re-election.

Mr. Ahmed Fahour is retiring in accordance with the Constitution and, being eligible, offers himself for re-election.

Information regarding the qualifications and experience of Mr. Fahour is presented below:

Ahmed Fahour B Econ, MBA

(Chairman and Executive Director – appointed non-executive Director 28 March 2014 and Chairman 25 November 2014 and will become executive chairman from 27 October 2017)

Mr. Fahour is also Non-Executive Chairman of BCG Digital Ventures Asia Pacific. Mr. Fahour was the former Managing Director and Group CEO of Australia Post including Executive Chairman of StarTrack. He has held a number of senior executive positions in Australia and overseas and was previously CEO of Citigroup (Australia and New Zealand) and National Australia Bank and MLC (Australia/Asia). He is also an Adjunct Professor in the Faculty of Business, Economics and Law at La Trobe University.

Mr. Fahour is Chairman of the Remuneration Committee of the Company.

The Board (other than Mr. Fahour) considers that Mr. Fahour is not an independent Director of the Board, supports the re-election of Mr. Fahour and recommends that Shareholders vote in favour of this Resolution.

3.4 Resolution 4 – Cancellation of forfeited shares

1,000,000 Shares previously issued to certain employees under the Company's Executive Long Term Incentive Plan (ESPP) have been forfeited under the terms of the ESPP. In order to give effect to the forfeiture, these Shares must be cancelled by an ordinary resolution of Shareholders under section 258(D) of the Corporations Act.

The cancellation will have the following impact on the Company's capital:

Issued capital as at the date of this Notice of Meeting1	241,771,819
Issued capital immediately prior to cancellation2, 3	561,374,056
Issued capital following cancellation4	560,374,056

3.5 Resolution 5 – Election of a Director – Mr. Rupert Harrington

As announced on 11 September 2017 and noted in the Company's Notice of Extraordinary General Meeting dated 26 September 2017 (Notice of EGM), the Company has entered into a Share Sale Agreement to acquire the entire issued capital of Integrated Packaging Group Pty Ltd (IPG) from funds managed by Advent Partners Pty Ltd (Advent) and the other existing Shareholders of IPG. Completion of the Share Sale Agreement is expected to occur on 6 November 2017.

As consideration for the acquisition, the Company has agreed to pay \$117.5 million in cash and issue 158.4 million Shares to Advent and the other existing Shareholders of IPG (of which Advent will receive 145.9 million Shares).

Under the Share Sale Agreement, the Company has agreed that, for so long as Advent's shareholding in the Company exceeds 10%, Advent will have the right to nominate a director for appointment to the Board. If completion of the Share Sale Agreement occurs, Advent will be issued 145.9 million Shares in the Company and its shareholding in the Company will be approximately 26.0%. As such, subject to and on completion of the Share Sale Agreement, Advent will be entitled to nominate a director for appointment to the Board.

Advent intend to initially nominate Mr. Rupert Harrington as a director on the Board subject to and from completion of the Share Sale Agreement, which, as stated above, is expected to occur on 6 November 2017.

In accordance with the Company's Constitution, the Corporations Act and other statutory requirements, if and once Mr. Harrington is appointed as a Director, he may not hold office past the next annual general meeting of the Company (being the meeting being convened pursuant to this notice) without approval by Shareholders.

Information regarding the qualifications and experience of Mr. Harrington is presented below:

Rupert Harrington

(Non-Executive Director – to be appointed subject to and on completion of the Share Sale Agreement, which is expected to occur on 6 November 2017)

¹ Excludes Shares issued under the Rights Issue and the issue of the Consideration Shares as part of the Company's acquisition of IPG, which are expected to occur on 6 November 2017.

² Includes Shares issued under the Rights Issue and the issue of the Consideration Shares, which are expected to occur on 6 November 2017.

³ Excludes Performance Rights and Shares proposed to be issued to Mr. Harrod, Shares proposed to be issued to Mr. Fahour, and Options to be issued to Mr. Kaplan as contemplated by Resolutions 7, 8 and 9. 4

Excludes Performance Rights and Shares proposed to be issued to Mr. Harrod, Shares proposed to be issued to Mr. Fahour, and Options to be issued to Mr. Kaplan as contemplated by Resolutions 7, 8 and 9.

Mr. Harrington is currently the Executive Chairman of Advent Partners. Mr. Harrington is also currently a director of IPG, but will resign from that position subject to and on completion of the Share Sale Agreement.

Mr. Harrington will be appointed as a Director of the Company (by way of Board appointment filling a casual vacancy) subject to and on completion of the Share Sale Agreement.

Mr. Harrington has also been a director of over 20 of Advent's investees' companies operating in manufacturing, services, health, technology and other sectors and covering all investment phases including expansion, MBO/MBI and generational change.

Mr. Harrington holds a Bachelor of Technology degree and a Masters of Business Management from Bradford University, and a Certified Diploma in Accounting and Finance from Manchester University.

The Board intends to appoint Mr. Harrington as a member of the Remuneration and Audit Committee of the Company upon his appointment as a Director.

The Board considers that Mr. Harrington is a non-independent Director of the Board (given his appointment has arisen pursuant to the Advent becoming a substantial Shareholder in the Company). The Board supports the election of Mr. Harrington and recommends that Shareholders vote in favour of this Resolution.

If completion of the Share Sale Agreement has not occurred by the Annual General Meeting, such that Mr. Harrington has not been appointed as a Director by the Annual General Meeting, then Resolution 5 will not be appropriate and the Company will withdraw Resolution 5 at the meeting.

3.6 Resolution 6 – Increase annual limit for Directors' fees

(a) Background

The Company is seeking the approval of Shareholders in accordance with ASX Listing Rule 10.17 and clause 39 of the Company's Constitution to increase the maximum aggregate remuneration payable to non-executive Directors by way of Directors' fees (NED Fee Pool).

The following matters have been considered in determining the proposed increase to the NED Fee Pool:

• (i) noting that the number of Directors is likely to be increased in the near future for reasons stated in (ii) below, approval to increase the NED Fee Pool is being sought to ensure that an appropriate mix of knowledge and experience is carried forward and represented to on the Board, and to ensure that the Company maintains the ability to attract and retain high calibre non-executive Directors; and
• (ii) also noting the intended acquisition by the Company of IPG, and the notable increase in the size of the combined group, the Board considers the increased NED Fee Pool (if approved) is consistent for a company of PPG's scale, complexity and market capitalisation, and the increase sought will provide flexibility to recruit additional Directors and adjust fees in future to meet market benchmarks in this regard.

(b) Approval under the ASX Listing Rules

Pursuant to ASX Listing Rule 10.17, an entity must not increase the total aggregate amount of Directors' fees payable to all of its non-executive Directors without the approval of holders of its ordinary securities.

(c) Information for Shareholders under ASX Listing Rule 10.17

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 10.17:

The amount of the	The Company is seeking approval to increase the NED Fee
increase	Pool by \$200,000.
The maximum aggregate amount of directors' fees that may be paid to all of the entity's non executive directors	If approval is obtained, the maximum aggregate of the NED Fee Pool will increase to \$600,000.
Details of any securities issued to a non-executive director under ASX Listing Rule 10.11 or 10.14 with the approval of the holders of the entity's ordinary securities at any time within the preceding three years	No securities have been issued to non-executive Directors under ASX Listing Rule 10.11 or 10.14 with Shareholder approval in the past three years.
A voting exclusion	A voting exclusion statement is set out on page 6 of this Notice
statement	of Meeting.

3.7 Resolution 7 – Issue of Shares and Performance Rights to Mr. Grant Harrod

(a) Background

On 12 April 2017, the Company announced that the Board had appointed Mr. Harrod as CEO and entered into an employment agreement with Mr. Harrod, pursuant to which the Company had agreed to provide certain benefits to Mr. Harrod, subject to Shareholder approval. One of those benefits is the invitation to participate in specific short-term incentive (STI) and long-term incentive (LTI) offers under the PRP as well as the general ESPP, subject to Shareholder approval. Resolution 7 seeks Shareholder approval for the grant of Performance Rights to Mr. Harrod as STI and LTI incentives under the PRP and the issue of Shares under the ESPP for the purposes of the ASX Listing Rules and the Corporations Act.

After careful consideration, the Board considers the issue of Shares and the grant of the Performance Rights as proposed and the other elements of Mr. Harrod's remuneration as specified below to be appropriate and reasonable remuneration, recognising the Company's circumstances and the responsibilities involved on Mr. Harrod's part in assuming the role of CEO at this key stage in the Company's significant growth and evolution.

In any event, the Company is seeking the approval of Shareholders in accordance with Part 2E.1 and sections 200B, 200C and 200E of the Corporations Act, and ASX Listing Rule 10.14, to:

• (i) the grant of Performance Rights (and Shares on exercise of such Performance Rights) to Mr. Grant Harrod, the new CEO of the Company, under the Company's PRP and his employment contract with the Company; and
• (ii) the issue of Shares to Mr. Harrod under the Company's ESPP and his employment contract.

(b) Mr. Harrod's Remuneration

As previously announced, on commencement of his employment, Mr. Harrod's base remuneration package was \$545,000 per annum inclusive of superannuation

contributions, which may be reviewed from time to time in accordance with Company policy. Given the substantial transaction and change in scale constituted by the acquisition of the IPG Group, upon that acquisition Mr. Harrod's remuneration will be increased by \$60,000 per annum.

Mr. Harrod will also be invited to participate in the Company's PRP and the general ESPP, on the basis set out in sections 3.7(e) and 3.7(f).

(c) Approval under the Corporations Act and ASX Listing Rules

Part 2E.1 of the Corporations Act provides that a public company must not give a financial benefit to a related party of the public company without obtaining the approval of the public company's members unless an applicable exemption applies.

A related party is defined in section 228 of the Corporations Act and includes a person who is currently, or who an entity has reasonable grounds to believe will become in the near future, a Director.

Furthermore, pursuant to ASX Listing Rule 10.14, an entity must not, without the approval of holders of ordinary securities, allow any of the following persons to acquire securities under an employee incentive scheme:

• (i) a director of an entity;
• (ii) an associate of a director of an entity; or
• (iii) a person whose relationship with the entity itself, a director or an associate of a director of an entity is such that ASX forms the opinion that shareholder approval should be obtained.

ASX Listing Rule 7.2, Exception 14 provides that if an issue of securities is approved for the purposes of ASX Listing Rule 10.14, ASX Listing Rules 7.1 and 7.1A do not apply. Accordingly, the Company is not required to seek approval of the issue of the Performance Rights or Shares under the ESPP to Mr. Harrod under either ASX Listing Rule 7.1 or 7.1A.

(d) Why Shareholder approval is being sought

Although Mr. Harrod is not currently a Director of the Company, the Board considers it likely it will appoint Mr. Harrod as a Director in the near future. This makes him a related party of the Company for the purposes of the Corporations Act.

The grant of the Performance Rights and Shares to Mr. Harrod and, correspondingly, the Company agreeing to a provision in Mr. Harrod's employment contract pursuant to which the Company commits to grant such Performance Rights and Shares to him, constitutes the giving of a financial benefit to a related party of the Company under Part 2E.1 of the Corporations Act and the issue of securities to a Director under an employee incentive scheme under ASX Listing Rule 10.14. The issue of Performance Rights and Shares to Mr. Harrod will accordingly only be permitted if Shareholder approval is granted in accordance with the terms of Resolution 7. As stated above, the Board, after careful consideration, considers the grant of the Performance Rights and Shares as proposed and the other elements of Mr. Harrod's remuneration as specified above to be reasonable remuneration recognising the Company's circumstances and the responsibilities involved on Mr. Harrod's part in assuming the role of CEO at this key stage in the Company's evolution.

(e) Information for Shareholders under Part 2E.1 of the Corporations Act

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Part 2E.1 of the Corporations Act:

The related parties to	Mr. Grant Harrod.
whom the financial

benefit is proposed to be given
	The nature of the financial benefit	The Company will issue to Mr. Harrod Performance Rights as an STI and LTI under the PRP and Shares under the general ESPP, on the terms set out below:
	• the number of	The Company proposes to issue:
	securities to be granted	• up to 500,000 STI Performance Rights per annum for three years, with periodic vesting conditional upon the achievement of certain performance conditions as set out below;
		• up to 500,000 LTI Performance Rights per annum for three years, with vesting conditional upon the achievement of certain performance conditions as set out below; and
		• an entitlement to participate in the Company's ESPP in respect of 1,000,000 Shares per annum for three years, with vesting conditional upon the achievement of certain performance conditions as set out below.
	• the terms of the	Performance Rights
securities to be granted including performance conditions		On an annual basis, Performance Rights will be granted to Mr. Harrod with vesting conditional upon the achievement of certain performance conditions, as outlined below. Each Performance Right will entitle Mr. Harrod to subscribe for one Share.
		Performance period
		The Performance Rights granted as an STI and LTI under the PRP will be subject to vesting conditions. The achievement of those vesting conditions will be measured over a three year performance period ending on 31 July 2020. The STI vesting conditions will be tested each succeeding year and, if met, vesting will occur in respect of the relevant year, on a progressive basis. In relation to the LTI, the satisfaction of vesting conditions will be assessed at the end of this three year period.
		Vesting conditions
		Vesting of the STI Performance Rights will be dependent upon the following conditions being satisfied:
		• the achievement by the Company of 10% EBITDA growth per annum (excluding the benefits of acquisitions and adjusted for large capital expenditures); and
		• an improvement of one percentage point per annum in the Company's working capital (calculated on a rolling "12 month inventory as a percentage of sales basis"), so as to ensure particular emphasis on optimal management of inventory.
		Vesting of the LTI Performance Rights will be dependent upon the following conditions being satisfied:
		• the achievement by the Company of a minimum 10% TSR (total shareholder return) increase in each year (comprising Share price improvement and dividend), however, if in the first year (Year 1) a 10% TSR is not achieved, Mr. Harrod will have a second year to achieve a 20% TSR in aggregate over the first two years; and

• by the end of the third year (Year 3), the Share price must be at least \$0.55 on a VWAP basis over a three-month period for the vesting of Year 1 Shares, and must be similarly at that price on the same basis, for each of the two succeeding years of the LTI.
TSR will be calculated based on movements in the Company's Share price and total dividends paid during the four year performance period.
Vesting assessment
Vesting of the LTI Performance Rights granted will occur progressively at the end of Year 3 (after the audited results of the Company for the year ended 30 June 2020 have been released to the market) and in each year after that (so that Year 3 shares will be received three years after Year 3).
Mr. Harrod will be entitled to exercise such Performance Rights as have vested during the period of 12 months commencing on the day following the audited results of the Company for the relevant year ended 30 June have been released to the market, after which any unexercised vested Performance Rights will lapse.
ESPP Shares
The rights and obligations of Mr. Harrod with respect to the ESPP Shares issued to him under the ESPP will be as stipulated in the ESPP Rules and conditional upon the achievement of certain performance conditions, as outlined below. In accordance with the ESPP Rules, the Company will advance Mr. Harrod the funds required to subscribe for each ESPP Share at a subscription price of:
• for Tranche 1, of \$0.38 per Share; and
• for Tranches 2 and 3, at the VWAP for the 5-day period commencing prior to issue,
with such loan being repayable by Mr. Harrod in accordance with the Plan Rules.
The key hurdle that Mr. Harrod will be required to meet to be entitled to unqualified control of and ownership of these shares ESPP Shares is the achievement of a TSR return to Shareholders which exceeds the rate of growth over the same period for the S&P/ASX Small Ordinaries Accumulation Index.
The Performance Hurdle above will be assessed over the period from the date of the issue of the Shares to Mr. Harrod up to and including the date of completion of three years of Service from the date of their issue or in the case of earlier termination of the ESPP over the period from the date of issue of the Shares to the date of termination.
For the above purposes, the TSR is to be calculated by comparing the market value of the holding in the Company's shares, on the date of issue of the Shares with the market value of the holding at the end of the vesting period with all dividends being reinvested in further shares of the Company on the day that the dividends were declared. For these purposes, share values are calculated by reference to the closing price on

	that day on the ASX for PPG shares.
	However, should the Performance Hurdle not be satisfied, then Mr. Harrod will be required to forfeit the Shares by transferring them to the Company for their original subscription price, subject to adjustment for certain capital restructures, repay any outstanding borrowings in full and have no further entitlement under the ESPP.
The Board considers it is important to align the CEO's • an explanation as remuneration with shareholder value creation and as such, a to why the considerable part of Mr. Harrod's total remuneration package securities are to be granted has been allocated to variable reward, with a particular focus on equity awards under the STI and LTI.
• an explanation as to why the specified number of securities is to be granted and why the specified value of the securities was chosen	The Board determined the number of securities to be granted to Mr. Harrod and the reference Share price for the determination of Mr. Harrod's entitlements with respect to those securities following careful consideration of the significant change to the scale and nature of the Company Mr. Harrod is charged with delivering, as its recently appointed CEO, and the demanding performance expectations he is being engaged to deliver for the benefit of all Shareholders.
Each Director's recommendation, including reasons, or an explanation as to why no recommendation is made	ASIC Regulatory Guide 76 notes that it is good practice for Directors to avoid making a recommendation for resolutions about each other's remuneration as there may be a conflict of interest and, accordingly, the Directors do not make a recommendation in relation to Resolution 7.
Any interest a Director has in the outcome of the proposed resolution	None of the Directors has an interest in the outcome of this Resolution.
All other information reasonably required by members	Please refer to the remainder of this section 3.7.

(f) Information for Shareholders under ASX Listing Rule 10.14 and 10.15A

The following information is provided to Shareholders in respect of obtaining Shareholder approval pursuant to ASX Listing Rules 10.14 and 10.15A:

If the person is not a director, a statement of the relationship between the person and the director that requires the approval to be obtained	Although Mr. Harrod is not currently a Director, the Company is likely to appoint Mr. Harrod as a Director in the near future. Mr. Harrod may elect to acquire the Shares and Performance Rights through a nominee.
The maximum In relation to Mr Harrod, if all of the Performance Rights vest number of securities and are exercised, and Mr. Harrod takes up his full entitlement that may be acquired to participate in the ESPP, the maximum number of securities by all persons for that may be acquired after three years is 6,000,000 Shares, whom approval is comprising 1,500,000 Shares under the STI and 1,500,000

required	Shares under the LTI and 3,000,000 Shares under the ESPP.
	Under the ESPP, the Board has the absolute discretion in determining whether to make an invitation to an employee and the number of Shares that an employee is invited to subscribe for. At this time the Board has determined that the maximum number of Shares to be issued under the ESPP is 13,600,000.
	Under the PRP, the Board has the absolute discretion to determine the maximum number of Performance Rights that eligible employees are entitled to receive so long as at the time of making the offer, the Company has reasonable grounds to believe that the number of underlying Shares issued pursuant to the offer and the number of Performance Rights and Shares issued in the previous 3 year period under the PRP, will not exceed 5% of the total number of Shares on issue.
	At this time, the Board has determined that the maximum number of Performance Rights (including under both the STI and LTI) to be issued under the PRP is 3,000,000.
The price (including a statement whether the price will be, or	The STI and LTI Performance Rights will be granted at nil issue price and vested Performance Rights may be exercised at nil exercise price.
be based on, the volume weighted average market price or closing market price), or the formula	The reference Share price for the determination of Mr. Harrod's entitlements as an STI and LTI under the PRP will be the Company's VWAP for the period commencing 1 May 2017 and ending 30 June 2017, being \$0.38.
for calculating the price, for each security to be acquired under the scheme	Under the ESPP, the price of each Share will be the same as for all other employees of the Company participating in the ESPP at the end of each year, being \$0.38 per Share for Tranche 1 and, for Tranches 2 and 3, at the VWAP for the 5- day period commencing prior to issue.
The names of all persons referred to in ASX Listing Rule 10.14 who received securities under the scheme since the last approval, the number of securities received, and acquisition price for each security	No Directors or their associates have received securities under the PRP or the ESPP.
The names of all	In respect of the PRP, Mr. Grant Harrod.
persons referred to in rule 10.14 entitled to participate in the scheme	In respect of the ESPP, Mr Grant Harrod and Mr Ahmed Fahour
A voting exclusion statement	A voting exclusion statement is set out on page 6 of this Notice of Meeting.
The terms of any loan in relation to the acquisition	The Company will advance to Mr. Harrod the funds required to subscribe for the ESPP Shares at the subscription price of \$0.38 per Share. The loan will be on the same terms as the loans provided by the Company to other employees participating in the ESPP.
	As security for the loan Mr. Harrod will pledge the shares acquired to the Company at the time the loan is provided and

	will grant a charge over any benefits attributable to the Shares, including bonus shares, rights and dividends. Any dividends paid to the company will be treated as interest on the loan.
	If Mr. Harrod leaves the employment of the Company, the balance of the loan must be repaid in full or the Shares surrendered in full settlement of the outstanding loan balance.
A statement as required by ASX Listing Rule 10.15A.8	Details of any securities issued under the PRP and ESPP will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14.
	If any Director becomes entitled to participate in the PRP or ESPP after this Resolution 7 is approved and that person is not named in this Notice of Meeting, then that person will not participate in the PRP or the ESPP until the Company's Shareholders approve such participation for the purposes of ASX Listing Rule 10.14.
The date by which the entity will issue the securities, which must be no later than 3 years after the meeting	No STI or LTI Performance Rights granted, or ESPP Shares issued, as a result of this approval will be issued on a date later than the third anniversary of the date of this Annual General Meeting.

(g) Conditions applicable to the vesting of Performance Rights

The Company's agreed arrangement with Mr. Harrod to issue him with Performance Rights under the PRP and Shares under the ESPP is subject to:

• (i) approval by the Board of the number of such Performance Rights and the issue of such Performance Rights to Mr. Harrod in each year;
• (ii) Mr. Harrod continuing to be the CEO of the Company;
• (iii) the passing of Resolution 7; and
• (iv) approval by the Company's Shareholders of the grant of Performance Rights and Shares to Mr. Harrod for the purposes of the ASX Listing Rules being "refreshed" every three years.

(h) Company's share trading history

The trading history of the Company's shares on the ASX in the 12 months to 30 September 2017 is as follows:

	Highest closing price	Lowest closing price	Last closing price
Price	\$0.49	\$0.34	\$0.40
Date	15/12/2016	8/09/2017	29/09/2017

(i) Valuation of the financial benefit

The total indicative value of the Performance Rights and Shares to be issued to Mr. Harrod at the date the offer of the Performance Rights and Shares was made has been determined to be approximately \$815,000.00. In calculating the value of these Performance Rights and Shares, the following inputs were used:

(i) STI Performance rights

Illustrative grant date	Performance conditions	Vesting date	Illustrative value	Quantity	Total	Valuation Methodology
4 October 2017	EBITDA & Working Capital (non	30 September 2018	Tranche 1: \$0.375	500,000	\$187,500.00	Black Scholes formula
market hurdle)	30 September 2019	Tranche 2: \$0.355	500,000	\$177,500.00
	30 September 2020	Tranche 3: \$0.335	500,000	\$167,500.00

The valuation assumptions adopted for the purposes of determining the inputs above are:

Tranche	Vesting Date	Expected life	Risk-free interest rate	Share price at the grant date	Volatility of PPG	Dividend Yield
1	30 September 2018	1.0 years	1.77%
2	30 September 2019	2.0 years	1.93%	\$0.40	30%	5.9%
3	30 September 2020	3.0 years	2.09%

(ii) LTI Performance Rights

Illustrative grant date	Performance conditions	Vesting date	Illustrative value	Quantity	Total	Valuation Methodology
4 October 2017	Absolute TSR & Share Price Hurdle	30 September 2020	Tranche 1: \$0.090	500,000	\$45,000.00	Monte-Carlo simulation
	(market hurdle)		Tranche 2: \$0.070	500,000	\$35,000.00
		30 September 2022	Tranche 3: \$0.065	500,000	\$32,500.00

The valuation assumptions adopted for the purposes of determining the inputs above are:

Tranche	First Testing Date	Second Testing Date	Third Testing Date	Vesting Date	Expected life	Risk-free interest rate	Share price at the illustrative	Volatility of PPG	Dividend Yield
---------	--------------------------	---------------------------	--------------------------	-----------------	------------------	-------------------------------	---------------------------------------	----------------------	-------------------

							grant date
1	31 July 2018	31 July 2019	31 July 2020	31 July 2020	3.0 years	2.09%
2	31 July 2019	N/A	31 July 2021	31 July 2021	4.0 years	2.24%	\$0.40	30%	5.9%
3	31 July 2020	N/A	31 July 2022	31 July 2022	5.0 years	2.38%

(iii) ESPP Performance Rights

Illustrative grant date	Performance conditions	Vesting date	Illustrative value	Quantity (tranche)	Total	Valuation Methodology
1 December 2017	Relative TSR (market hurdle)	30 November 2020	Tranche 1: \$0.060	1,000,000	\$60,000.00	Monte-Carlo simulation
		31 July 2021	Tranche 2: \$0.050	1,000,000	\$50,000.00
		31 July 2022	Tranche 3: \$0.060	1,000,000	\$60,000.00

The valuation assumptions adopted for the purposes of determining the inputs above are:

• Index value of the ASX Small Ordinaries Index as at the illustrative grant date: 6,853.
• Volatility of PPG: 30%.
• Volatilities of the ASX Small Ordinaries Accumulation Index: 12%.
• Correlation between PPG and the ASX Small Ordinaries Accumulation Index: 2%.

Tranche	Vesting Date	Expected life	Risk-free interest rate	Share price at the illustrative grant date	Loan share price	Dividend Yield
1	30 November 2020	3.2 years	2.12%		\$0.38
2	31 July 2021	4.2 years	2.27%	\$0.40	5 day VWAP at 31 July 2018	5.9%
3	31 July 2022	5.2 years	2.40%		5 day VWAP at 31 July 2019

(j) Mr. Harrod's existing interest in the Company's securities

Mr. Harrod holds no interests in Shares or other securities of the Company.

(k) Dilution effect of the transaction on existing members' interests

If Mr. Harrod's Performance Rights vest and are exercised, and Mr. Harrod acquires all of the Shares offered to him under the ESPP, it is expected that such exercise and acquisition will have a small dilutionary effect on existing Shareholders' interests. Based on the current number of issued shares in the Company, Mr. Harrod would hold an interest in approximately 1.03% of the issued shares in the Company on a fully diluted basis, as illustrated in the following table:

Shareholders	Before issue of Shares under the ESPP and exercise of Performance Rights to be issued to Mr. Harrod2		After issue of Shares under the ESPP and exercise of Performance Rights to be issued to Mr. Harrod2,3
	Number of Shares4	Percentage of total Shares1	Number of Shares	Percentage of total Shares1
Grant Harrod and his associates	0	0.00%	6,000,000	1.03%
All Shareholders other than Grant Harrod and his associates	561,374,056	100.00%	574,064,056	98.97%
TOTAL	561,374,056	100.00%	580,064,056	100.00%

1. Approximate figures.

2. Assuming the Company does not issue any other equity securities (other than the issue of Shares under the Rights Issue and the issue of the Consideration Shares), the issue of shares to Mr. Harrod under the ESPP, the issue of Shares to Mr. Fahour under the ESPP and the issue of Options to Mr. Kaplan and assuming neither Mr. Harrod nor his associates acquire any other equity securities in the Company.

3. Assuming the Performance Rights referred to in this Resolution are issued to Mr. Harrod, fully vested and exercised on a one-for-one basis.

4. Assuming that the Shares on issue at the time (being 241,771,819 at the date of this Notice of Meeting) will include the Shares issued to Advent (158,421,024) and the Shares issued pursuant to the Rights Issue (161,181,213), for a total of 561,374,056 Shares.

(l) Benefits on change in control or termination

This Resolution 7 also seeks Shareholder approval of a potential benefit that may be provided to Mr. Harrod in the future where the Board exercises its discretion to determine that Mr. Harrod's LTI Performance Rights will vest in circumstances where there is a change of control of the Company (Event).

If, within two years of that Event occurring, the Company materially and substantially changes Mr. Harrod's duties to duties other than those ordinarily performed by a CEO, Mr. Harrod may terminate his employment and, upon that termination, Mr. Harrod will be entitled to receive a benefit equivalent to 12 months base salary in lieu of notice.

In making such a determination, the Board will have regard to Shareholders' best interests, the relevant circumstances at the time and appropriate independent advice.

Under sections 200B and 200C of the Corporations Act, a company may only give a benefit in connection with:

• (i) a person ceasing to hold a managerial or executive office in the company or a related body corporate; or
• (ii) the transfer of the whole or any part of the undertaking or property of the company,

if the benefit is approved by Shareholders or an exemption applies. The term "benefit" has a wide operation and could include the early vesting of LTI Performance Rights or adjustment to vesting conditions under the ESPP Rules.

Accordingly, Shareholder approval is being sought for the purposes of sections 200B, 200C and 200E of the Corporations Act for the potential benefit to him in relation to the Performance Rights to be granted to him ESPP Rules in accordance with his employment contract with the Company, which would be in addition to any employment, statutory or other benefits that may be available to him at the time.

The value of the potential benefit cannot presently be ascertained but matters, events and circumstances that will, or are likely to, affect the calculation of that value include:

• (i) the number of Performance Rights held by Mr. Harrod prior to cessation of his employment and/or the Event (as the case may be);
• (ii) the number of Performance Rights that vest (which could be up to, but not more than, all of the Performance Rights held by Mr. Harrod at the time). The Board's decision in that regard will depend on, among other things, the circumstances of Mr. Harrod's cessation of employment, the Event occurring and its implications for the Company, the Board's assessment of Mr. Harrod's performance since commence of his employment, the degree to which the vesting conditions have been met at the relevant time and the effect of any potential change in those vesting conditions, and the duration of Mr. Harrod's employment; and
• (iii) the market price of Shares on ASX at the time and (if applicable) the value of the Shares implied by the Event.

(m) Additional information

None of the Directors has an interest in the outcome of this Resolution. However, as the Directors are "Key Management Personnel" for the purposes of the Corporations Act, a voting exclusion statement applies as set out on page 6 of this Notice of Meeting. For those reasons, the Directors will not be making recommendations as to voting on this Resolution 7.

3.8 Resolution 8 – Issue of Shares to Mr. Ahmed Fahour

(a) Background

The Company is seeking the approval of Shareholders in accordance with Part 2E.1 of the Corporations Act, and ASX Listing Rule 10.14, to the grant of 10,600,000 Shares to Mr. Ahmed Fahour, the Chairman of the Company under the ESPP.

Mr Fahour, currently Non-Executive Chairman of PPG, will become Executive Chairman of the Company effective from the EGM scheduled for 27 October 2017.

Resolution 8 seeks Shareholder approval for the issue of the Shares under the ESPP for the purposes of the Corporations Act and the ASX Listing Rules.

(b) Approval under the Corporations Act and ASX Listing Rules

Pursuant to Part 2E.1 of the Corporations Act, a public company must not give a financial benefit to a related party of the public company without obtaining the approval of the public company's members.

A related party is defined in section 228 of the Corporations Act and includes a person who is a director.

Furthermore, pursuant to ASX Listing Rule 10.14, an entity must not, without the approval of holders of ordinary securities, allow any of the following persons to acquire securities under an employee incentive scheme:

(i) a director of an entity;

• (ii) an associate of a director of an entity; or
• (iii) a person whose relationship with the entity itself, a director or an associate of a director of an entity is such that ASX forms the opinion that shareholder approval should be obtained.

ASX Listing Rule 7.2, Exception 14 provides that if an issue of securities is approved for the purposes of ASX Listing Rule 10.14, ASX Listing Rules 7.1 and 7.1A do not apply. Accordingly, the Company is not required to seek approval of the issue of the Shares to Mr. Fahour under either ASX Listing Rule 7.1 or 7.1A.

(c) Why Shareholder approval is required

Mr. Fahour is currently a Director of the Company.

The issue of the Shares to Mr. Fahour constitutes the giving of a financial benefit to a related party of the Company under Part 2E.1 of the Corporations Act and the issue of securities to a related party under an employee incentive scheme under ASX Listing Rule 10.14. Such issue of Shares to Mr. Fahour will only be permitted if Shareholder approval is granted in accordance with the terms of Resolution 8.

(d) Information for Shareholders under Part 2E.1 of the Corporations Act

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Part 2E.1 of the Corporations Act:

The related parties to whom the financial benefit is proposed to be given	Mr. Ahmed Fahour, who is a Director of the Company.
The nature of the financial benefit	The Company will grant Mr. Fahour the Shares, on the terms set out below:
• the number of securities to be granted	The Company proposes to issue 10,600,000 Shares to Mr. Fahour.
• the terms of the securities to be granted	The rights and obligations of Mr. Fahour with respect to the ESPP Shares issued to him under the ESPP will be as stipulated in the ESPP Rules and conditional upon the achievement of certain performance conditions, as outlined below. In accordance with the ESPP Rules, the Company will advance Mr. Fahour the funds required to subscribe for each ESPP Share at a subscription price of \$0.38 per Share, with such loan being repayable by Mr. Fahour in accordance with the Plan Rules
	The key hurdle that Mr. Fahour will be required to meet to be entitled to unqualified control of and ownership of these ESPP Shares is the achievement of a TSR to Shareholders which exceeds the rate of growth over the same period for the S&P/ASX Small Ordinaries Accumulation Index.
	The Performance Hurdle above will be assessed over the period from the date of the issue of the Shares to Mr. Fahour up to and including the date of completion of three years of Service from the date of their issue or in the case of earlier termination of the ESPP over the period from the date of issue of the Shares to the date of termination.
	For the above purposes, the TSR is to be calculated by comparing the market value of the holding in the Company's

	shares, on the date of issue of the Shares with the market value of the holding at the end of the vesting period with all dividends being reinvested in further shares of the Company on the day that the dividends were declared. For these purposes, share values are calculated by reference to the closing price on that day on the ASX for PPG shares. However, should the Performance Hurdle not be satisfied, then Mr. Fahour will be required to forfeit the Shares by transferring them to the Company for their original subscription price, subject to adjustment for certain capital restructures, repay any outstanding borrowings in full and have no further entitlement under the ESPP.
• an explanation as to why the securities are to be granted	These securities are proposed to be granted to Mr. Fahour recognising his extensive executive experience, the active role in the formation of the strategic growth and enhanced operational plans of the Company Mr. Fahour has taken in the recent period and the commitment on Mr. Fahour's part to continue to make such contribution in the period ahead, in conjunction and cooperation with the CEO, Mr. Harrod. The Board has recognised the significant role Mr. Fahour had in the reorganisation and turnaround of his previous organisation, his evidenced skillset to be a significant asset to
• an explanation as to why the specified number of securities is to be granted and why the specified value of the securities was chosen	the Company. The determination of the number of securities to be granted to Mr. Fahour and the reference Share price for the determination of Mr. Fahour's entitlements with respect to those securities was made following careful consideration of the transformational enhancement of the Company's overall positioning Mr. Fahour is charged with overseeing as its Executive Chairman from 27 October 2017 for the benefit of all Shareholders.
Each Director's recommendation, including reasons, or an explanation as to why no recommendation is made	ASIC Regulatory Guide 76 notes that it is good practice for Directors to avoid making a recommendation for resolutions about each other's remuneration as there may be a conflict of interest and, accordingly, the Directors do not make a recommendation in relation to Resolution 8.
Any interest a Director has in the outcome of the proposed resolution	None of the Directors, other than Mr. Fahour, has an interest in the outcome of this Resolution.
All other information reasonably required by members	Please refer to the remainder of this section 3.8.

(e) Information for Shareholders under ASX Listing Rule 10.14 and 10.15A

The following information is provided to Shareholders in respect of obtaining Shareholder approval pursuant to ASX Listing Rules 10.14 and 10.15A:

If the person is not a director, a statement Mr. Fahour is a Director of the Company. Mr. Fahour may elect

of the relationship between the person and the director that requires the approval to be obtained	to acquire the Shares through a nominee.
The maximum number of securities that may be acquired by all persons for whom approval is required	The maximum number of securities that may be acquired by Mr. Fahour is 10,600,000 Shares. Under the ESPP, the Board has the absolute discretion in determining whether to make an invitation to an employee and the number of Shares that an employee is invited to subscribe for. At this time, the Board has determined that the maximum number of Shares to be issued under the ESPP is 13,600,000.
The price (including a statement whether the price will be, or be based on, the volume weighted average market price or closing market price), or the formula for calculating the price, for each security to be acquired under the scheme	The Shares will be granted at \$0.38 per Share.
The names of all persons referred to in ASX Listing Rule 10.14 who received securities under the scheme since the last approval, the number of securities received, and acquisition price for each security	No Directors or their associates have received securities under the ESPP.
The names of all persons referred to in rule 10.14 entitled to participate in the scheme	In respect of the ESPP, Mr Grant Harrod and Mr Ahmed Fahour.
A voting exclusion statement	A voting exclusion statement is set out on page 6 of this Notice of Meeting.
The terms of any loan in relation to the acquisition	The Company will advance to Mr. Fahour the funds required to subscribe for the ESPP Shares at the subscription price of \$0.38 per Share. The loan will be on the same terms as the loans provided by the Company to other employees participating in the ESPP. As security for the loan Mr. Fahour will pledge the shares acquired to the Company at the time the loan is provided and will grant a charge over any benefits attributable to the Shares, including bonus shares, rights and dividends. Any dividends paid to the company will be treated as interest on the loan. If Mr. Fahour leaves the employment of the Company, the

	balance of the loan must be repaid in full or the Shares surrendered in full settlement of the outstanding loan balance.
A statement as required by ASX Listing Rule 10.15A.8	Details of any securities issued under the ESPP will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14.
	If any Director becomes entitled to participate in the ESPP after this Resolution 8 is approved and that person is not named in this Notice of Meeting, then that person will not participate in the ESPP until the Company's Shareholders approve such participation for the purposes of ASX Listing Rule 10.14.
The date by which the entity will issue the securities, which must be no later than 3 years after the meeting	No Shares issued under the ESPP as a result of this approval will be issued on a date later than the third anniversary of the date of this Annual General Meeting.

(f) Valuation of the financial benefit

The total indicative value of the Shares to be issued to Mr. Fahour at the date the offer of the Shares was made has been determined to be \$636,000.00. In calculating the value of these Shares, the following inputs were used:

Illustrative	Performance	Vesting	Illustrative	Quantity	Total	Valuation
grant date	conditions	date	value	(tranche)		Methodology
1 December 2017	Relative TSR (market hurdle)	30 November 2020	Tranche 1: \$0.060	10,600,000	\$636,000.00	Monte-Carlo simulation

The valuation assumptions adopted for the purposes of determining the inputs above are:

• Index value of the ASX Small Ordinaries Index as at the illustrative grant date: 6,853.
• Volatility of PPG: 30%.
• Volatilities of the ASX Small Ordinaries Accumulation Index: 12%.
• Correlation between PPG and the ASX Small Ordinaries Accumulation Index: 2%.

Tranche	Vesting Date	Expected life	Risk-free interest rate	Share price at the illustrative grant date	Loan share price	Dividend Yield
1	30 November 2020	3.2 years	2.12%	\$0.40	\$0.38	5.9%

(g) Mr. Fahour's total remuneration package

In addition to the Shares proposed to be granted to Mr. Fahour, Mr. Fahour's total remuneration package comprises of Chairman's Fees of \$180,000.

(h) Mr. Fahour's existing interest in the Company's securities

As at the date of this Notice of Meeting, Mr. Fahour holds 10,674,153 (4.41%) Shares in the Company.

Mr. Fahour intends to take up his whole voting entitlement under the Rights Issue, which is expected to increase his shareholding to 17,790,255 (3.17%5%) Shares in the Company following completion of the Rights Issue.

(i) Dilution effect of the transaction on existing members' interests

If Mr. Fahour's Shares are issued, it is expected that such acquisition will have a small dilutionary effect on existing Shareholders' interests. Based on the current number of issued shares in the Company, Mr. Fahour would hold an interest in approximately 4.89% of the issued shares in the Company on a fully diluted basis, as illustrated in the following table:

Shareholders	Before the issue of the Shares to Mr. Fahour2		After the issue of the Shares to Mr. Fahour 2
	Number of Shares3	Percentage of total Shares1	Number of Shares	Percentage of total Shares1
Mr. Fahour and his associates	17,790,255	3.17%	28,390,255	4.89%
All Shareholders other than Mr. Fahour and his associates	543,583,801	96.83%	551,673,801	95.11%
TOTAL	561,374,056	100.00%	580,064,056	100.00%

1. Approximate figures.

2. Assuming the Company does not issue any other equity securities (other than the issue of Shares under the Rights Issue and the issue of the Consideration Shares) the issue of Shares to Mr. Harrod under the ESPP, the issue of Options to Mr. Kaplan and assuming neither Mr. Fahour nor his associates acquire any other equity securities in the Company (other than to take up their entitlements under the Rights Issue).

3. Assuming that the Shares on issue at the time (being 241,771,819 at the date of this Notice of Meeting) will include the Shares issued to Advent (158,421,024) and the Shares issued pursuant to the Rights Issue (161,181,213), for a total of 561,374,056 Shares.

(j) Additional information

None of the Directors (other than Mr. Fahour) has an interest in the outcome of this Resolution. However, as the Directors are "Key Management Personnel" for the purposes of the Corporations Act, a voting exclusion statement applies as set out on page 6 of this Notice of Meeting. For those reasons, the Directors will not be making recommendations as to voting on this Resolution 8.

3.9 Resolution 9 – Issue of Options to Mr. Elliott Kaplan

(a) Background

The Company is seeking the approval of Shareholders in accordance with Part 2E.1 of the Corporations Act, and ASX Listing Rule 10.11, to the grant of Options and Shares on exercise of such Options to Mr. Elliott Kaplan, a non-executive Director of the Company.

5 Mr. Fahour's expected shareholding is determined by dividing 17,790,255 Shares expected to be held by him by the sum of the number of Shares currently on issue plus the Shares to be issued under the Rights Issue plus the Consideration Shares.

(b) Approval under the Corporations Act and ASX Listing Rules

Pursuant to Part 2E.1 of the Corporations Act, a public company must not give a financial benefit to a related party of the public company without obtaining the approval of the public company's members.

A related party is defined in section 228 of the Corporations Act and includes a person who is a director.

Furthermore, pursuant to ASX Listing Rule 10.11, an entity must not issue or agree to issue equity securities to any of the following persons without the approval of holders of ordinary securities:

• (i) a related party; or
• (ii) a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained.

ASX Listing Rule 7.2, Exception 14 provides that if an issue of securities is approved for the purposes of ASX Listing Rule 10.11, ASX Listing Rules 7.1 and 7.1A do not apply. Accordingly, the Company is not required to seek approval of the issue of the Options to Mr. Kaplan under either ASX Listing Rule 7.1 or 7.1A.

(c) Why Shareholder approval is required

Mr. Kaplan is currently a Director of the Company.

The grant of the Options to Mr. Kaplan constitutes the giving of a financial benefit to a related party of the Company under Part 2E.1 of the Corporations Act and the issue of securities to a related party under ASX Listing Rule 10.11. Such issues of Options to Mr. Kaplan will only be permitted if Shareholder approval is granted in accordance with the terms of Resolution 9.

(d) Information for Shareholders under Part 2E.1 of the Corporations Act

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Part 2E.1 of the Corporations Act:

	The related parties to whom the financial benefit is proposed to be given	Mr. Elliott Kaplan, who is a Director of the Company.
	The nature of the financial benefit	The Company will grant Mr. Kaplan the Options, on the terms set out below:
•	the number of securities to be granted	The Company proposes to issue 1,200,000 Options to Mr. Kaplan.
•	the terms of the securities to be granted	Exercise Price The exercise price is \$0.38 for each Option. On exercise, Mr. Kaplan will be issued one Share for each Option exercised.
		Mr. Kaplan's right to exercise the Options is conditional on the following basis:
		• In the 12 month period up to and including the first anniversary of the issue date of the Options, Mr. Kaplan may exercise 400,000 Options (not more) provided that the PPG Share price must be at least \$0.38 on a VWAP basis over a 3 month period of that first year – if this criteria is not met, the Options will lapse;

		• In the 12 month period up to and including the second anniversary of the issue date of the Options, Mr. Kaplan may exercise 400,000 Options (not more) provided that the PPG Share price must be at least \$0.42 on a VWAP basis over a 3 month period of that second year – if this criteria is not met, the Options will lapse; and
		• In the 12 month period up to and including the third anniversary of the issue date of the Options, Mr. Kaplan may exercise 400,000 Options (not more) provided that the PPG Share price must be at least \$0.46 on a VWAP basis over a 3 month period of that third year – if this criteria is not met, the Options will lapse.
		Exercise
		The Options may be exercised before the third anniversary of their issue date (Exercise Period) for the exercise price set out above.
		Lapse
		Each Option will lapse automatically if it is not exercised by the end of the Exercise Period.
• to why the be granted	an explanation as securities are to	Mr. Kaplan has been a long standing member of the Board who has played and continues to play a critical role in all areas of oversight of the governance and critical scrutiny and direction of the activities of the Company.
• to why the chosen	an explanation as specified number of securities is to be granted and why the specified value of the securities was	The Board determined the specified number of options to be granted to Mr. Kaplan and the reference Share price for the triggering of his right to exercise those options based on their assessment of what will constitute a significant and appropriate level of achievement with respect to the Company's Share price given the Company's present circumstances and expectations going forward.
Each Director's recommendation, why no made	including reasons, or an explanation as to recommendation is	ASIC Regulatory Guide 76 notes that it is good practice for Directors to avoid making a recommendation for resolutions about each other's remuneration as there may be a conflict of interest and, accordingly, the Directors do not make a recommendation in relation to Resolution 9.
Any interest a outcome of the	Director has in the proposed resolution	None of the Directors, other than Mr. Kaplan, has an interest in the outcome of this Resolution.
by members	All other information reasonably required	Please refer to the remainder of this section 3.9.

(e) Information for Shareholders under ASX Listing Rule 10.11 and 10.13

The following information is provided to Shareholders in respect of obtaining Shareholder approval pursuant to ASX Listing Rules 10.11 and 10.13:

The name of the	Mr. Elliott Kaplan.
person

The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person	The maximum number of securities that may be acquired by Mr. Kaplan is 1,200,000 Options, and 1,200,000 Shares upon the exercise of the Options.
The date by which the entity will issue the securities, which must not be more than 1 month after the date of the meeting	No Options granted as a result of this approval will be issued more than one month after the date of this Annual General Meeting.
If the person is not a director, a statement of the relationship between the person and the director that requires the approval to be obtained	N/A.
The issue price of the securities and a statement of the terms of the issue	There is no issue price for the Options. The exercise price is \$0.38 for each Option. On exercise, Mr. Kaplan will be issued one Share for each Option exercised. Mr. Kaplan's right to exercise the Options is conditional on the following basis: • In the 12 month period up to and including the first anniversary of the issue date of the Options, Mr. Kaplan may exercise 400,000 Options (not more) provided that the PPG Share price must be at least \$0.38 on a VWAP basis over a 3 month period of that first year – if this criteria is not met, the Options will lapse; • In the 12 month period up to and including the second anniversary of the issue date of the Options, Mr. Kaplan may exercise 400,000 Options (not more) provided that the PPG Share price must be at least \$0.42 on a VWAP basis over a 3 month period of that second year – if this criteria is not met, the Options will lapse; and • In the 12 month period up to and including the third anniversary of the issue date of the Options, Mr. Kaplan may exercise 400,000 Options (not more) provided that the PPG Share price must be at least \$0.46 on a VWAP basis over a 3 month period of that third year – if this criteria is not met, the Options will lapse. Exercise The Options may be exercised before the third anniversary of their issue date (Exercise Period) for the exercise price set out above. Lapse Each Option will lapse automatically if it is not exercised by the end of the Exercise Period.
A voting exclusion	A voting exclusion statement is set out on page 6 of this Notice

statement	of Meeting.
The intended use of the funds raised	The funds raised by the payment of the exercise price by Mr. Kaplan for the Options will be used for working capital purposes.

(f) Valuation of the financial benefit

The total indicative value of the Options to be issued to Mr. Kaplan at the date the offer of the Options was made has been determined to be \$58,000.00. In calculating the value of these Options, the following inputs were used:

Illustrative grant date	Performance conditions	Vesting date	Illustrative value	Quantity (tranche)	Total	Valuation Methodology
4 October 2017	Share Price Hurdle	31 July 2018	Tranche 1: \$0.045	400,000	\$18,000.00	Monte-Carlo simulation
	(market hurdle)	31 July 2019	Tranche 2: \$0.050	400,000	\$20,000.00
		31 July 2020	Tranche 3: \$0.050	400,000	\$20,000.00

The valuation assumptions adopted for the purposes of determining the inputs above are:

Tranche	Testing Date and Vesting Date	Expiry Date	Expected life	Risk-free interest rate	Share price at the grant date	Exercise price	Volatility	Dividend Yield
1	31 July 2018		1.8 years	1.90%
2	31 July 2019	31 July 2020	2.3 years	1.98%	\$0.40	\$0.38	30%	5.9%
3	31 July 2020		2.8 years	2.06%

(g) Mr. Kaplan's total remuneration package

In addition to the Options proposed to be granted to Mr. Kaplan, Mr. Kaplan's total remuneration package comprises:

(i) Directors Fees – \$70,000.

(ii) Audit committee Chairman – \$30,000.

(h) Mr. Kaplan's existing interest in the Company's securities

As at the date of this Notice of Meeting, Mr. Kaplan holds 266,357 (0.11%) Shares in the Company.

Mr. Kaplan intends to take up his whole voting entitlement under the Rights Issue, which is expected to increase his shareholding to 443,928 (0.08%6) Shares in the Company following completion of the Rights Issue.

⁶ Mr. Kaplan's expected shareholding is determined by dividing 443,928 Shares expected to be held by him by the sum of the number of Shares currently on issue plus the Shares to be issued under the Rights Issue plus the Consideration Shares.

(i) Dilution effect of the transaction on existing members' interests

If Mr. Kaplan's Options are granted and are exercised, it is expected that such exercise and acquisition will have a small dilutionary effect on existing Shareholders' interests. Based on the current number of issued shares in the Company, Mr. Kaplan would hold an interest in approximately 0.28% of the issued shares in the Company on a fully diluted basis, as illustrated in the following table:

Shareholders	Before exercise of the Kaplan2	Options to be issued to Mr.	After exercise of the Options to be issued to Mr. Kaplan2
	Number of Shares3	Percentage of total Shares1	Number of Shares	Percentage of total Shares1
Mr. Kaplan and his associates	443,928	0.08%	1,643,929	0.28%
All Shareholders other than Mr. Kaplan and his associates	560,930,128	99.92%	578,420,127	99.72%
TOTAL	561,374,056	100.00%	580,064,056	100.00%

1. Approximate figures.

2. Assuming the Company does not issue any other equity securities (other than the issue of Shares under the Rights Issue and the issue of the Consideration Shares), the issue of ESPP Shares to Mr. Fahour and the issue of ESPP Shares and Performance Rights to Mr. Harrod, and assuming neither Mr. Kaplan nor his associates acquire any other equity securities in the Company (other than to take up their entitlements under the Rights Issue).

3. Assuming that the Shares on issue at the time (being 241,771,819 at the date of this Notice of Meeting) will include the Shares issued to Advent (158,421,024) and the Shares issued pursuant to the Rights Issue (161,181,213), for a total of 561,374,056 Shares.

3.10 Resolution 10 – Enhanced Placement Capacity

(a) Approval under the ASX Listing Rules

ASX Listing Rule 7.1A enables eligible entities to issue shares up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (Enhanced Placement Capacity). This Enhanced Placement Capacity is in addition to the eligible entity's 15% placement capacity under ASX Listing Rule 7.1.

On the date of the Annual General Meeting, the Company expects to be an eligible entity for the purposes of ASX Listing Rule 7.1A because it will not be included in the S&P/ASX300 Index and it will have a market capitalisation equal to or less than \$300 million.

If Shareholders approve Resolution 10, the number of securities the Company may issue under the Enhanced Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

(b) Information for Shareholders required by ASX Listing Rule 7.1A and 7.3A

	75% of the volume weighted average price of Shares in the same class, calculated over the 15 trading days on which trades in that class were
recorded immediately before: • the date on which the price at which the Shares are to be issued is agreed; or

	• if the Shares are not issued within 5 trading days of the date on which the price at which the Shares are to be issued is agreed, the date on which the Shares are issued.
A statement of the risk of	Dilution risks
economic and voting dilution of existing ordinary security holders that may result from an issue of equity securities under rule 7.1A.2	If Resolution 10 is passed by Shareholders and the Company issues Shares under the Enhanced Placement Capacity, the voting power of existing Shareholders who do not receive any Shares under the issue will be diluted.
	Economic risks
	There is a risk that:
	• the market price for the Company's Shares may be significantly lower on the date of the issue of the Shares than on the date of the Annual General Meeting; and
	• the Shares may be issued at a price that is at a discount to the market price for the Company's Shares on the issue date.
	If Shares are issued at a discount to the net tangible asset value per share (NTA), there may be a negative impact on NTA.
	The table at section 3.10(c) shows the potential dilution of existing Shareholders as required by ASX Listing Rule 7.3A.2.
The date by which the equity securities may be issued	Shares will only be issued under the Enhanced Placement Capacity from the date of the Annual General Meeting if approval is obtained until the date that is 12 months after the date of the Annual General Meeting, being 29 November 2018.
	However, Shareholder approval will cease to be valid prior to this date in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.
A statement of the purposes for which the equity securities may	The Company may issue Shares under the Enhanced Placement Capacity in order to:
be issued, including whether the eligible entity may issue any of them for non-cash consideration	• provide additional funding to support the Company's activities;
	• to make new investments into or acquisitions of packaging businesses; and
	• to fund general working capital.
	Shares may be issued for non-cash consideration. Where the Company issues securities for non-cash consideration, the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.
Details of the eligible entity's allocation policy for issues under the approval	The allotted of the Shares to be issued under the Enhanced Placement Capacity have not yet been determined. The Company will determine the allottees at the time of the issue under the Enhanced Placement Capacity on a case-by-case basis, having regard to a range of factors including

	but not limited to:
	• the purpose of the issue;
	• alternative methods of raising funds available to the Company at that time, including methods such as an entitlement issue where existing Shareholders may participate;
	• the effect of the issue of the Shares on the control of the Company;
	• the circumstances of the Company, including but not limited to the financial position and solvency of the Company;
	• prevailing market conditions; and
	• advice from professional advisers.
If the eligible entity has previously obtained approval under ASX Listing Rule 7.1A	The Company has never obtained approval under ASX Listing Rule 7.1A.
A voting exclusion statement	A voting exclusion statement is set out on page 6 of this Notice of Meeting. As at the date of this Notice of Meeting, the Company has not invited any existing Shareholder to participate in any issue of Shares under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 10.

(c) Potential dilution of existing Shareholders

The following table describes the potential dilution of existing Shareholders on the basis of three different assumed issue prices and numbers of Shares on issue, being:

• (i) an example using the current market price of Shares7 and estimated number of Shares8 on issue at the date of the Annual General Meeting where approval for this Resolution 10 will be sought (variable "A");
• (ii) two examples of where the number of Shares has increased by 50% and 100%; and
• (iii) an example where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price of Shares.

	Dilution
Number of Issue price (per \$0.20 Share) Shares on (50% decrease issue (Variable in issue price) A)		\$0.40 (issue price)	\$0.80 (100% increase in issue price)
Variable A	Shares issued	57,586,406 Shares	57,586,406 Shares	57,586,406 Shares
	Funds raised	\$11,517,281	\$23,034,562	\$46,069,125

⁷ The estimated market price of Shares on issue at the date of the Annual General Meeting is determined from the current Share price of \$0.40 as at 29 September 2017.

⁸ The estimated number of Shares on issue at the date of the Annual General Meeting is 561.4 million Shares, being the sum of the 241.8 million Shares currently on issue as at the date of this Notice of Meeting of 241.8 million, the 161.2 million Shares to be issued under the Rights Issue and the 158.4 million Consideration Shares to be issued pursuant to Shareholder Approval being sought at the Extraordinary General Meeting on 27 October 2017.

50% increase in Variable A	Shares issued	86,379,609 Shares	86,379,609 Shares	86,379,609 Shares
	Funds raised	\$17,275,922	\$34,551,844	\$69,103,687
100% increase in Variable A	Shares issued 115,172,812 Shares		115,172,812 Shares	115,172,812 Shares
	Funds raised	\$23,034,562	\$46,069,125	\$92,138,250

Note: this table has been prepared on the following assumptions:

• The Company issues the maximum number of Shares available under the Enhanced Placement Capacity.
• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• The table does not show any example of dilution that may be caused to a particular Shareholder by reason of placements under the Enhanced Placement Capacity, based on that Shareholder's holding at the date of the Annual General Meeting.
• The table shows only the effect of issues of Shares under ASX Listing Rule 7.1A, not under the 15% Placement Capacity under ASX Listing Rule 7.1 or as a result of the issue of Shares that do not require Shareholder approval.
• The issue price is \$0.40, being the closing price of the Shares on the ASX on 29 September 2017.

(d) Recommendation of the Directors

The Directors unanimously approve the proposal to put Resolution 10 to Shareholders for their approval.

3.11 Resolution 11 – Financial assistance by IPG Group entities

(a) Background and details of proposed financial assistance

On 11 September 2017, the Company announced its merger with IPG for \$177.5 million (Merger). The Merger is scheduled to complete in November 2017 by the Company acquiring all of the issued shares in IPG.

To facilitate in part the acquisition by the Company of IPG and to provide the Company with appropriate debt funding post-Merger, it is proposed that the Company obtain the following debt facilities from the Lenders:

• (i) a \$15 million amortising term cash advance facility and a \$72 million bullet term cash advance facility, which together will be used to partly fund the cash component of the purchase consideration payable to the Vendors on completion of the Merger, to pay transaction costs and to repay debt facilities of IPG on completion of the Merger; and
• (ii) a \$20 million interest only revolving cash advance, letter of credit and bank guarantee facility for ongoing working capital purposes (including to refinance PPG Group's existing working capital facilities) and general corporate purposes,

(together, Loan Facilities).

The borrower under each of these Loan Facilities is the Company.

The terms of the Loan Facilities also require the Company to ensure that certain subsidiaries of the Company are guarantors in respect of the Loan Facilities (Guarantor Undertakings).

As the IPG Group entities will be subsidiaries of the Company subject to and following completion of the Merger, it is required by the Lenders and proposed that, each IPG Group entity incorporated in Australia will:

• (iii) guarantee (in the form of a cross guarantee) the obligations of the other PPG Group entities under the Loan Facilities and including to provide indemnities to the Lenders in respect of the other PPG Group entities including by becoming a guarantor in respect of the Loan Facilities by execution of an accession deed under the facility agreement providing the terms and conditions of the Loan Facilities and guarantee and indemnity to the benefit of the Lenders, the Security Trustee and each other finance party described in the facility agreement; and
• (iv) enter into an accession deed under the security trust deed and grant security over its assets to the Security Trustee to support that guarantee in the form of:
• (A) a General Security Deed containing a specific security over shares held by that IPG Group entity; and
• (B) real property / leasehold mortgages over the real property and/or premises leases of each IPG Group entity.

The granting of the guarantee and the security by each IPG Group entity incorporated in Australia (Australian IPG Group entity) may constitute "financial assistance" within the meaning of section 260A of the Corporations Act insofar as it assists the Company to purchase shares in IPG.

For the avoidance of doubt, the Australian IPG Group entities are specifically identified in the Glossary (Section 4).

For completeness, the IPG Group also includes entities which are incorporated in Canada, New Zealand and Delaware (USA).

(b) The requirements for obtaining Shareholder approval under section 260B of the Corporations Act

Under section 260A of the Corporations Act, a company may financially assist a person to acquire shares in that company or its holding company only in certain circumstances, one of which is if the assistance is approved by the company's shareholder(s) under section 260B.

While the Corporations Act does not define what is meant by "financially assist", it is generally accepted that the Australian IPG Group entities guaranteeing the obligations of the Company to repay the financial accommodation utilised by the Company to acquire shares in IPG and the provision of security in support of that guarantee will fall within the scope of the term.

The requirements for approval under section 260B of the Corporations Act are:

• (i) the assistance must be approved by shareholder(s) by:
• (A) a special resolution passed at a general meeting of each Australian IPG Group entity with no votes being cast in favour of the resolution by the person acquiring the shares or by their associates; or
• (B) a resolution agreed to, at a general meeting of each Australian IPG Group entity, by all ordinary Shareholders; and
• (ii) in addition, if each Australian IPG Group entity will be a subsidiary of a listed domestic corporation immediately after the acquisition, then the financial assistance must also be approved by a special resolution passed at a general meeting of that listed domestic corporation.

The approval referred to in sub-paragraph (ii) above is to be proposed as Resolution 11.

Immediately after completion of the Merger, the Company will be the ultimate Australian holding company of each Australian IPG Group entity. As such, the Company's approval is sought for financial assistance to be given by each Australian IPG Group entity.

The Corporation Act requires that the Company include with the notice of meeting (or documents issued under section 249A) a statement setting out all the information known to the Company that is material to the decision on how to vote on the resolution, unless it would be unreasonable to require the Company to do so because the Company has previously disclosed the information to its Shareholders. These Explanatory Notes are issued by the Company to satisfy this requirement.

(c) Reasons for the proposed giving of financial assistance

The reason for the giving of the financial assistance described above is to:

• (i) support the implementation of the Merger; and
• (ii) provide the Company and the IPG Group entities (and their subsidiaries), as members of the PPG Group following the Merger, the platform going forward to maximise their capacity to expand their operations and derive profits in the best interests of their ultimate Shareholder, PPG, and its Shareholders, the creditors of the PPG Group entities, their employees and other stakeholders, such as customers and suppliers.

(d) Effects and advantages of the provision of the financial assistance

The Directors believe that the giving of the financial assistance described in these Explanatory Notes by each Australian IPG Group entity is unlikely to have any adverse effect on any of the IPG Group entities, the PPG Group entities or the Company.

The substantial effect of the financial assistance on the Australian IPG Group entities, the PPG Group entities and the Company is that each Australian IPG Group entity will have cross guaranteed all amounts payable under the Loan Facilities in consideration for effectively:

• (i) supporting the provision of part of the consideration required by the Company to acquire IPG;
• (ii) assisting with ongoing working capital requirements (including the refinance of existing working capital facilities) of the PPG Group and for general corporate purposes; and
• (iii) providing the Company and the IPG Group entities (and their subsidiaries), as members of the PPG Group following the Merger, the platform going forward to maximise their capacity to expand their operations and derive profits in the best interests of their ultimate Shareholder, PPG, and its Shareholders, the creditors of the PPG Group entities, their employees and other stakeholders, such as customers and suppliers.

The Directors do not believe that the Company, any of the Australian IPG Group entities or any of the other guarantors in respect of the Loan Facilities are likely to default in their respective obligations under the Loan Facilities, the guarantee or the security.

(e) Further advantages

Further advantages of the proposed financial assistance include:

• (i) facilitating the Company's acquisition of IPG. The Board is of the opinion that the benefits of the acquisition of IPG by the Company may include that:
• (A) the acquisition of IPG will enable the combined PPG Group to become a leading player in the Australian flexible packaging segment. The Company and IPG are highly complementary and the acquisition delivers a scalable platform for future growth (both organic and through further

acquisitions). The Merger will position the combined PPG Group to capitalise on the growing flexibles market;

• (B) the combination of the Company and IPG's distribution and manufacturing capabilities, and complementary blue chip and SME customers, will enable the combined PPG Group to deliver a highly efficient and seamless packaging system. Both the Company and IPG have diversified stable customer bases with no material crossover, resulting in a significantly diversified combined customer base of blue chip customers, with no customer contributing more than 4% of total revenue, as set out on page 14 of the Investor Presentation;
• (C) following the acquisition of IPG by the Company, the combined PPG Group will be a segment leader in secondary (shrink wrap) and tertiary (stretch wrap) industrial packaging solutions, and a leading distributor and manufacturer of other packaging and industrial products. The acquisition of IPG will position the combined PPG Group to capitalise on the growing flexibles market, underpinned by favourable consumer trends;
• (D) as detailed in section 4 of the Notice of EGM and on page 20 of the Investor Presentation, the Company's forecast EBITDA for FY18 increases from \$14.5m to \$37.7m (+160%)9, 10 on a combined PPG Group pro-forma basis (inclusive of synergies). The Company anticipates that significant cost and revenue synergies are achievable as a result of the acquisition of IPG, of which \$2.0m are identifiable, near-term and included in the pro-forma forecasts in the Investor Presentation; and
• (E) further, as detailed in section 4 of the Notice of EGM and on page 20 of the Investor Presentation, the acquisition of IPG is EPS accretive. EPS is expected to increase from 2.8cps for the Company to 3.3cps for the combined PPG Group (+18%),

all of which are expected to benefit the combined PPG Group and the Company's Shareholders. Further advantages of the acquisition are contained in the Investor Presentation; and

(ii) the Directors believe that the Loan Facilities are the most efficient form of financing available to help finance the Merger.

The Directors believe that approving the transactions contemplated by these Explanatory Notes is in the best interests of the Company.

(f) Disadvantages of Resolution 11

As the Company will be liable for and will provide security over its assets to the Security Trustee to secure the amounts due under the Loan Facilities to the Lenders, the Directors do not believe there are any disadvantages to the Company of Resolution 11, except that the operations of the IPG Group (as well as the broader PPG Group) will be restricted by the representations and undertakings given by them under the Loan Facilities, the guarantee and the security.

The disadvantages of Resolution 11 for each IPG Group entity include:

• (i) it will become liable for the amounts due under the Loan Facilities, the guarantee and the security;
• (ii) its assets will be subject to the security and its operations will be restricted by the representations and undertakings given by it under the Loan Facilities, the guarantee and the security;

⁹ Pro-forma earnings excluding the timing impact of gains relating to capital investments.

¹⁰ Inclusive of \$2.0m in near term pre-tax synergies, tax effected at the NPAT line.

• (iii) although the Directors consider this unlikely, the Company may default under the Loan Facilities; and
• (iv) the Lenders may then make a demand under the guarantees provided by the IPG Group entities requiring immediate repayment of the amounts due under the Loan Facilities and seek to direct the Security Trustee to enforce the security, which may result in the appointment of a controller over, or the winding up of the IPG Group entities.

(g) Special resolution

Under the provisions of section 260B(3) of the Corporations Act, the proposed financial assistance requires PPG Shareholder approval by way of a special resolution (ie, at least 75% of the votes cast by PPG Shareholders entitled to vote on Resolution 11 must be in favour of that Resolution 11 for it to be passed).

(h) Notice to ASIC

Copies of the Notice of Meeting (including these Explanatory Notes) were lodged with ASIC before being sent to PPG Shareholders, in accordance with section 260B(5) of the Corporations Act.

(i) New Zealand financial assistance resolutions

Under New Zealand law, the proposed financial assistance requires approval by the Shareholder of Integrated Packaging Limited (Company Number 372943), being the only member of the IPG Group which is incorporated in New Zealand.

It is anticipated that this approval will be obtained on or before the approval of Resolution 11.

(j) Disclosure of information

The Directors consider that these Explanatory Notes contain all material information known to the Company that could reasonably be required by PPG Shareholders in deciding whether to approve Resolution 11, other than information that it would be unreasonable to require the Company to disclose because the Company has previously disclosed the information to its Shareholders.

(k) Directors' recommendation

The Board recommends that PPG Shareholders vote in favour of this Resolution 11. The reason the Board makes this recommendation is that it considers that the giving of financial assistance described above is appropriate to facilitate and support the implementation of the Merger, and to provide the Company and the IPG Group entities (as well as the broader PPG Group), the platform going forward to maximise their capacity to expand their operations and derive profits in the best interests of stakeholders. Other than as PPG Shareholders, none of the Directors has an interest in the outcome of this Resolution 11.

3.12 Further information

If you have any questions or need more information about the Resolutions, please contact the Company Secretary, Mark Saus, at the Company on (02) 8781 0500.

4 Glossary

In this Notice of Meeting, unless the context or subject matter otherwise requires:

Advent	APC I Pty Ltd in its capacity as trustee of the Advent V Trust A and APC II Pty Ltd in its capacity as trustee of the Advent V Trust B.
Annual General Meeting	The annual general meeting of the Company to be held at the time and place specified in the Notice of Meeting.
ASIC	Australian Securities and Investments Commission.
Associate	Has the meaning given to that term in Part 1.2, Division 2 of the Corporations Act.
ASX	ASX Limited (ACN 008 624 691) or the stock exchange which it operates, as the context requires.
ASX Listing Rules	The official Listing Rules of the ASX.
Auditors	The auditors of the Company.
Australian IPG Group entity	Each IPG Group entity incorporated in Australia, being: • Integrated Packaging Group Pty Ltd (ACN 132 697 664) • Integrated Packaging WA Pty Ltd (ACN 130 895 822) • Goodstone International Pty Ltd (ACN 070 661 460) • Integrated Recycling Pty Ltd (ACN 141 456 386) • Integrated Packaging Australia Pty Ltd (ACN 095 393 776) • Integrated Machinery Pty. Ltd. (ACN 070 099 811)
Bennamon	Bennamon Pty. Ltd. (ABN 82 126 160 852)
Board	The Board of Directors.
CEO	Chief Executive Officer.
Closely related parties	In respect of a KMP, has the meaning given to that term in the Corporations Act and includes certain of their family members, dependants and companies they control.
Company or PPG	Pro-Pac Packaging Limited (ABN 36 112 971 874).
Consideration Shares	158.4 million Shares to be issued to the existing shareholders of IPG who have agreed to sell their shares in IPG to the Company.
Constitution	The constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth) as amended from time to time.
Corporations Regulations	Corporations Regulations 2001 (Cth) as amended from time to time.
Directors	The directors of the Company.
EBITDA	Earnings before income, tax, depreciation and amortisation.
Enhanced Placement Capacity	Has the meaning given to that term in section 3.10(a).
ESPP	The Company's Executive Long Term Incentive Plan.
Event	A change of control of the Company or equivalent event determined by the Board.
Explanatory Notes	The explanatory notes accompanying the Notice of Meeting.
Guarantor Undertakings	Has the meaning give to that term in section 3.11(a).
Investor Presentation	The investor presentation titled 'Acquisition of Integrated Packaging Group' dated 11 September 2017.

IPG	Integrated Packaging Group Pty Ltd (ACN 132 697 664).
IPG Group	IPG and its subsidiaries.
KMP	Key management personnel of the Company, being the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly.
Lenders	Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (ANZ) and any other lenders arranged by ANZ.
Loan Facilities	Has the meaning give to that term in section 3.11(a).
LTI	Long-term incentive.
Merger	The merger between PPG and IPG announced by PPG on 11 September 2017.
NED Fee Pool	The maximum aggregate remuneration payable to non-executive Directors by way of Directors' fees.
Notice of Meeting	This document, comprising the chairman's letter, notice of meeting and explanatory notes.
Notice of EGM	The Notice of Extraordinary General Meeting issued by the Company on 26 September 2017.
NTA	Net tangible assets.
Options	The options (to subscribe for Shares) to be granted to Mr. Elliott Kaplan.
Performance Rights	The performance rights granted under the PRP.
PPG Group	PPG and its subsidiaries, including (subject to and following completion of the Merger) the IPG Group.
PRP	The Company's Performance Rights Plan.
Resolutions	The resolutions to be considered by Shareholders at the Annual General Meeting, as set out in this Notice of Meeting.
Rights Issue	The non-renounceable, pro-rata 2 for 3 rights issue to eligible existing Shareholders of the Company to issue 161.2 million Shares to raise \$54.8 million.
Security Trustee	ANZ Fiduciary Services Pty Ltd (ACN 100 709 493) being the security trustee appointed to act on behalf of the Lenders.
Share Sale Agreement	The share sale agreement dated 8 September 2017 between the Company, Advent, John Joseph Cerini, Patsy Seow Lee Ch'ng, Robert Bruce Archibald and David John Jesaveluk, in relation to the acquisition of 100% of the issued share capital in IPG by the Company.
Shareholder	Holder of Shares.
Shares	Ordinary shares in the capital of the Company.
STI	Short-term incentive.
TSR	Total Shareholder return.
Vendors	APC I Pty Ltd in its capacity as trustee of the Advent V Trust A; APC II Pty Ltd in its capacity as trustee of the Advent V Trust B; John Joseph Cerini; Patsy Seow Lee Ch'ng; Robert Bruce Archibald; and David John Jesaveluk.
VWAP	The volume weighted average market price of the Shares.
Year 1	The first year, in respect of which the LTI Performance Rights will be assessed, commencing on 1 August 2017 and ending on 31 July 2018.
Year 3	The third year in respect of which the LTI Performance Rights will be assessed, commencing on 1 August 2019 and ending on 31 July 2020.

of ……………………………………………………………………………………………………..…………………………………………………….

I, ……………………………………………………………………………………………………..……………………………………………………. (FULL NAME, BLOCK LETTERS)

being a member of Pro-Pac Packaging Limited (ACN 112 971 874).

SECTION A

HEREBY APPOINT ………………………………………………………………………………………………………………………………………………
of ………………………………………………………………………………………………………………………………………………………….
or, failing him/her, the Chairman of the Annual General Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General

Meeting of the Company to be held on 27 November 2017 at 12:00pm (Melbourne time), or at any adjournment thereof. The proxy so appointed shall represent all my/our voting rights except those (if any) specified in B below.

SECTION B (DO NOT COMPLETE THIS SECTION UNLESS YOU WISH TO APPOINT TWO PROXIES)

AND I FURTHER APPOINT …………………………………………………………………………………………………………..……………….

of ……………………………………………………………………………………………………..…………………………………………………….

as my proxy to vote for me/us and on my/our behalf at the said meeting or at any adjournment thereof. The proxy, appointed by this Section B, shall represent my/our voting rights in respect of …………………… Shares.

I/ we instruct my/our proxy to vote as indicated below in respect of the Resolutions:

	A			B
	For	Against	Abstain		For	Against	Abstain
Resolution 2 – Adoption of Remuneration Report
Resolution 3 – Re-election of Director, Mr. Ahmed Fahour
Resolution 4 – Reduction of Company's share capital by cancellation of 1,000,000 shares
Resolution 5 – Confirmation of a Director, Mr. Rupert Harrington
Resolution 6 – Increase annual limit for Directors' fees
Resolution 7 – Issue of Shares and Performance Rights to CEO, Mr. Grant Harrod
Resolution 8 – Issue of Shares to Chairman, Mr. Ahmed Fahour
Resolution 9 – Issue of Options to non-executive Director, Mr. Elliott Kaplan
Resolution 10 – Approval of Enhanced Placement Capacity
Resolution 11 – Financial assistance by IPG Group entities in connection with the Merger

Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on all Resolutions (except where I/we have indicated a different voting intention above) even though the Resolutions are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Signed this…………………………………….day of …………………………………………….2017.

Signature of Shareholder(s)

…………………………………………………………….………

Signature of Witness

………………………………………………………………………

This proxy form and the power of attorney or other authority (if any) under which it is signed or a certified copy, must be received by the Company at least 48 hours before the time for holding of the meeting or any adjourned meeting (or such lesser period as the Directors may permit) at the Company's registered office: 147-151 Newton Road, Wetherill Park NSW 2164 (PO Box 6484, Wetherill Park NSW 2164); or the following fax number at the Company's registered office: (02) 8781 0599.