PRO-PAC PACKAGING LIMITED — Major Shareholding Notification 2017

Nov 5, 2017

Form 603

Corporations Act 200, Section 671 B

Notice of initial substantial holder

To Company NamelScheme	Pro-Pac Packaging Limited
ACNIARSN	If 297,874
I. Details of substantial holder (1)
Name	Advent Partners Ply Ltd
ACN/ARSN (if applicable)	006235632
The holder became a substantial holder on	6 I 11 I

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ORD	445,925,090	145,925,090	26.0%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the dale the substantial holder became a substantial holder are as follows

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities72,962,545 ordinary shares
Advent Partners Ply Ltd	The relevant interest in shares that APCPty Ltd as trustee for the Advent VTrust A has under section 608(3) of theCorporations Act. as Advent PartnersPiy Ltd has voting power of over 20% inAPG I Ply Ltd. APG I Ply Ltd as trusteefor the Advent V Trust A has a relevantriteres! in shares under sectionSOBU)(a) of the Corporations Act
Advent Partners Ply Ltd	The relevant interest in shares that APC11 Ply Ltd as trustee for the Advent VTrust B has under section 608(3) of theCorporations Act, as Advent PartnersPly Ltd has voting power of over 20% inAPC 11 Pty Ltd. ARC U Ply Ltd as trusteefor the Advent V Trust B has a relevantInterest in shares under section608(I )(a) of the Corporations Act	72,962,545 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
Advent Partners Ply Ltd	APC I Ply Ltd as trustee for the	APG I Ply Ltd as trustee for the	72,962,545 ordinary
	Advent V Trusi A	Advent V Trust A	shares
APC 11 Piy Ltd as trustee for theAdvent Partners Pty LtdAdvent V Trust B		APC 11 Ply Ltd as trustee for theAdvent V Trust B	72,962,545 ordinaryshares

5. Consideration

The consideration paid for each relevantinteresl referred 10 in paragraph a above. and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Nori-cash

Advent Partners Ply Ltd	Consideratbn pursuant 10application form as set out inAnnexure A	Number of ordinaryshares pursuant toapplication form as setout in Annexure A
Advent Partners Ply Ltd	Consideration pursuant toapplication form as set out inAnnexure B	Number of ordinaryshares PUTSuant toapplication form as seiout In Annexure B

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows

Name and ACN/ARSN (if applicable)	Nature of association
N/A	NIA

7. Addresses

The addresses of persons named in this form are as follows

Name	Address
Advent Partners Ply Ltd	HVVr Tower, Level 17.40 City Road. Southbank V!C 3006
APG I Ply Ltd as trustee for the Advent VTrust A	HWr Tower, Level, 7.40 City Road, Southbank VIC 3005
APG 11 Ply Ltd as trustee for the Advent VTrust B	HWr Tower. Level I7.40 City Road. Southbank VC 3005

Signature

print name	121a)G OA)1:2 t, 'PE'/!. 7 11	capacity 01/21^;,7012.
sign here		I \I I 20?datee,

Annexure A

This is Annexure A of 1 $\frac{1}{2}$ age referred to in Form 603 – Notice of initial substantial holder Signed: $\searrow$

Name: RUPERT HARRINGTON Date: 6 November 2017

^!:.. November 2017

The Directors Pro-Pac Packaging Limited c/" Thornson Geer Level25, I 0'Connell Street SYDNEY NSW 2000

Dear Sirs

Application for allotment of ordinary shares

This is an application for the issue of ordinary shares in Pro-Pac Packaging Limited (PPG).

APG I Pty Ltd ACN 0933/3958 in its capacity as trustee of the Advent V Trust A (Applicant) hereby applies for an allotment of 72,962,545 of ordinary shares, each fully-paid to $0,379, in PPG, equal in aggregate to $27,652,804.56

The Applicant a es to e bound by the constitution of PPG

Yours fait ul Rupert

Rupert Arithony Hawing ton (Director of ARC I Pty Ltd)

Annexure B

This is Annexure B of 1/page referred to in Form 603 - Notice of initial substantial holder Signed:

Name: RUPERT HARRINGTON Date: 6 NOVEMBER 2017

.a. November 2017

The Directors Pro-Pac Packaging Limited c/- Thornson Geer Level 25, I 0'Connell Street SYDNEY NSW 2000

Dear Sirs

Application for allotment of ordinary shares

This is an application for the issue of ordinary shares in Pro-Pac Packaging Limited (PPG).

APG 11 Pty Ltd ACN 092448372 in its capacity as trustee of the Advent V Trust B (Applicant) hereby applies for an allotment of 72,962,545 of ordinary shares, each full^paid to $0,379, in PPG, equal in aggregate to $27,652,804.56 .

The Applicant grees to be bound by the constitution of PPG.

Yours faithf 11y Rupert

Rupert Arithony Hawing ton (Director of APC 11 Pty Ltd)