PRO-PAC PACKAGING LIMITED — Proxy Solicitation & Information Statement 2014

May 5, 2014

PRO-PAC PACKAGING LIMITED ABN 36 112 971 874

CIRCULAR TO SHAREHOLDERS

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY NOTES

Date: Friday 6 June 2014

Time: 11:00 am (Sydney time)

Place: 33 Erskine Street, Sydney NSW 2000

This Notice of Meeting is dated 6 May 2014.

This document is important and requires your immediate attention. Carefully 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.

Legal/42385885_9

P a g e | 2

Table of Contents

1. Chairman's Letter	3
2. Notice of Meeting	4
3. Explanatory Notes	8
4. Glossary	16

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

Key Dates

Due date for lodgement of proxy forms	11:00 am on Wednesday 4 June 2014
Record Date	7:00 pm on Wednesday 4 June2014
General Meeting	11:00 am on Friday 6 June 2014

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 6 May 2014.

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.

Corporate Directory

Current Directors

Mr Elliott Kaplan (Chairman, Non Exec. Director) Mr Brandon Penn (CEO, Executive Director) Dr Gary Weiss (Non Exec. Director) Mr Ahmed Fahour (Non Exec. Director)

Company Secretary

Mr Mark Derrick 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 Limited Level 7 / 207 Kent 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

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

P a g e | 3

1 Chairman's Letter

6 May 2014

Dear Shareholder,

On behalf of the Directors of Pro-Pac Packaging Limited ( Company or PPG ) I am pleased to invite you to a General Meeting of Shareholders to be held on Friday 6 June 2014.

The purpose of the General Meeting is to seek shareholder approval to:

• the recently announced proposed issue of PPG Shares to Mr Ahmed Fahour;

• a proposed issue of PPG Shares to Dr Gary Weiss; and

• a proposed issue of PPG Options to Mr Elliott Kaplan, and

• the recent issue of PPG Shares pursuant to the Company's Executive Long Term Incentive Plan ( ESPP ),

all on the basis outlined in the enclosed Explanatory Notes.

Mr Fahour joined the Board on 28 March 2014. As shareholders would be aware, Mr Fahour is a highly respected member of the business community and his extensive commercial experience is expected to assist the Board and the Company significantly going forward.

Mr Fahour and Dr Weiss have each expressed a desire to invest in the PPG business as a demonstration of their respective interest in and commitment to its future.

Further, in order to recognise Mr Kaplan's significant and valuable contribution to the Company over several years and his continuing contribution to the Board and the Company, it is also proposed that PPG Options be issued to Mr Kaplan.

As indicated by the Resolutions proposed, the Board is supportive of Mr Fahour's and Dr Weiss' respective proposed investments in the Company and considers the issue of PPG securities to Mr Fahour, Dr Weiss and Mr Kaplan on the basis provided in the relevant Resolutions is in the Company's best interests and will be for the benefit of all Shareholders.

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

I look forward to your attendance at the General Meeting. If you are unable to attend the meeting in person, please complete, sign and return the enclosed proxy form by 11:00 am (Sydney time) on Wednesday 4 June 2014.

Yours sincerely

Elliott Kaplan Chairman

P a g e | 4

2 Notice of Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of the Shareholders of Pro-Pac Packaging Limited ( Company or PPG ) will be held at 33 Erskine Street, Sydney NSW 2000 on Friday 6 June 2014 at 11:00 am (Sydney time).

Business:

Resolution 1 - Approval of issue of shares to 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 10.11 and for all other purposes, shareholder approval is given to the issue and allotment of 10,000,000 fully paid ordinary shares in the Company to Ahmed Fahour (or his nominated associate/s) on the terms set out in the explanatory notes accompanying the notice convening this meeting.”

Resolution 2 - Approval of issue of shares to Gary Weiss

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 and for all other purposes, shareholder approval is given to the issue and allotment of 500,000 fully paid ordinary shares in the Company to Gary Weiss (or his nominated associate/s) on the terms set out in the explanatory notes accompanying the notice convening this meeting.”

Resolution 3 - Approval of issue of options to 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 and for all other purposes, shareholder approval is given to the grant of 1,200,000 options to Elliott Kaplan (or his nominated associate/s) and the issue of fully paid ordinary shares in the Company on exercise of those options, on the terms set out in the explanatory notes accompanying the notice convening this meeting.”

Resolution 4 - Ratification of issue of securities under the PPG Executive Long Term Incentive Plan

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholder approval is given to the issue and allotment of 1,050,000 shares by the Company at an issue price of $0.46 on 25 March 2014 pursuant to the Company's Executive Long Term Incentive Plan, on the terms set out in the explanatory notes accompanying the notice convening this meeting.”

Further information in relation to each Resolution 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: 6 May 2014

P a g e | 5

2.1 Voting Exclusions

• (a) Resolution 1

The Company will disregard any votes cast in relation to Resolution 1 by:

• (i) Mr Ahmed Fahour; and

• (ii) any of his associates.

However, the Company need not disregard a vote if:

• (i) 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

• (ii) 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.

• (b) Resolution 2

The Company will disregard any votes cast in relation to Resolution 2 by:

• (i) Dr Gary Weiss; and

• (ii) any of his associates.

However, the Company need not disregard a vote if:

• (iii) 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

• (iv) 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.

• (c) Resolution 3

The Company will disregard any votes cast in relation to Resolution 3 by:

• (i) Mr Elliott Kaplan; and

• (ii) any of his associates.

However, the Company need not disregard a vote if:

• (iii) 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

• (iv) 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.

(d) Resolution 4

The Company will disregard any votes cast in relation to Resolution 4 by:

• (i) any person who participated in the issue of PPG Shares referred to in Resolution 4; and

P a g e | 6

• (ii) any associate of any of those persons.

However, the Company need not disregard a vote if:

• (i) 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

• (ii) 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.

2.2 Documents

A proxy form accompanies these documents.

2.3 Persons entitled to vote

Under regulation 7.11.37 of the Corporations Regulations 2001 , the Directors have determined that the shareholding of each Shareholder for the purposes of ascertaining their voting entitlements at the General Meeting will be as it appears in the Company’s share register at 7:00 pm (Sydney time) on Wednesday 4 June 2014.

2.4 How to Vote

If you are eligible, you may vote by attending the 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 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 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 General Meeting or any adjourned meeting (or such lesser period as the Directors may permit) at:

P a g e | 7

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.

2.8 Voting by Attorney

A Shareholder may appoint an attorney to act on the Shareholder’s behalf at the 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 General Meeting or any adjourned meeting.

2.9

Enquiries

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

P a g e | 8

3 Explanatory Notes

These Explanatory Notes have been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at 33 Erskine Street, Sydney NSW 2000 on Friday 6 June 2014 at 11:00 am (Sydney time).

3.1 Resolution 1: Issue of shares to Ahmed Fahour

(a) Introduction

Resolution 1 proposes the issue and allotment of 10,000,000 fully paid ordinary shares in the Company ( AF Shares ), at an issue price of $0.43 per PPG Share ( AF Share Issue Price ), to Ahmed Fahour, who is a Director of the Company, (or his nominated associate(s)).

Your Directors note that ASX Listing Rule 10.11 requires the Company to obtain the approval of Shareholders to the issue of equity securities to a Director. The Directors further note that the issue and allotment of the AF Shares to Mr Fahour at the AF Share Issue Price may be deemed to constitute the giving of a financial benefit to a related party of the Company under Part 2E.1 of the Corporations Act, which similarly requires the approval of Shareholders.

It is also noted that pursuant to ASX Listing Rule 7.2 Exception 14 the restriction under ASX Listing Rule 7.1 on the issue of more than 15% of the issued capital of the Company in any 12 month period will not apply to any issues made with the approval of Shareholders under ASX Listing Rule 10.11.

(b) Information required under ASX Listing Rules and the Corporations Act

In accordance with ASX Listing Rule 10.13 and the Corporations Act, the following information is provided in relation to the issue of the AF Shares to Ahmed Fahour:

Names of the allottees or the basis upon which allottees will be identified or selected:	Ahmed Fahour or his nominated associate(s).
Maximum number of securities to be issued:	10,000,000 PPG Shares.
The date by which the entity will issue the securities:	If this Resolution is passed, the AF Shares will be issued by no later than 1 month after the date of the General Meeting or such later date as may be permitted by the ASX if applicable.
Price at which the securities will be issued:	$0.43 per PPG Share. For the avoidance of doubt, these PPG Shares will not be issued under the Company's Executive Long Term Incentive Plan (ESPP).
Terms of the securities:	Fully paid ordinary shares of the Company ranking equally with all other ordinary shares of the Company.
Terms of any loan in relation to the acquisition of AF Shares:	The Company will not provide any loans in respect of the acquisition of the AF Shares.

P a g e | 9

Use (or intended use) of the funds raised:		Funds raised from the issue of the AF Shares will be used for reduction of the Company's bank debt.	Funds raised from the issue of the AF Shares will be used for reduction of the Company's bank debt.	Funds raised from the issue of the AF Shares will be used for reduction of the Company's bank debt.	Funds raised from the issue of the AF Shares will be used for reduction of the Company's bank debt.
Mr Fahour's existing interest in the Company:		As at the date of the Notice of Meeting, Mr Fahour does not have any relevant interest in any PPG Shares.
Maximum extent of voting power in the Company after the issue of AF Shares:		If all of the AF Shares are issued, based on the expanded number of issued PPG Shares, Ahmed Fahour and his associates would hold an interest in approximately 4.4% of PPG Shares on issue (assuming that all 500,000 GW Shares have been issued and all 1,200,000 EK Options have been issued and exercised).
Effect of the proposed issue on the number of PPG Shares on issue:		The effect of the issue of AF Shares on the number of PPG Shares on issue is illustrated in the following table (based on the number of PPG Shares on issue as at the date of this Notice of Meeting (213,257,804), and assuming that all 500,000 GW Shares have been issued and all 1,200,000 EK Options have been issued and exercised): Shareholder Before the AF Shares are issued After the AF Shares are issued Ahmed Fahour and his associates 0 10,000,000 Shareholders other than Mr Fahour and his associates 214,957,804 214,957,804 TOTAL 214,957,804 224,957,804
		Shareholder	Before the AF Shares are issued	After the AF Shares are issued
		Ahmed Fahour and his associates	0	10,000,000
		Shareholders other than Mr Fahour and his associates	214,957,804	214,957,804
		TOTAL	214,957,804	224,957,804
Valuation of the financial benefit to be given to Mr Fahour:		As Mr Fahour will be subscribing for the AF Shares at the fixed price of $0.43 per AF Share, the amount (if any) by which the trading price on the ASX of the AF Shares at the time they are issued and allotted exceeds the fixed issue price of $0.43 per AF Share could be considered a financial benefit given to Mr Fahour.
The trading history of PPG Shares on the ASX in the 12 months to 16 April 2014:			Price	Date
		Highest	$0.52	14 May 2013
		Lowest	$0.40	21 June 2013
		Last	$0.46	16 April 2014

(c) Directors’ Recommendation

None of the Directors except Ahmed Fahour has an interest in the outcome of this Resolution.

Your Directors note that Mr Fahour is a highly respected member of the business community and his extensive commercial experience is expected to assist the Board and the Company significantly going forward.

At the time of his appointment, Mr Fahour expressed a desire to invest in the PPG business as a demonstration of his interest in and commitment to its future. The Board (other than Mr Fahour) is supportive of Mr Fahour's proposed investment in the Company and considers the issue of shares in the Company to him on the basis provided in this

P a g e | 10

Resolution is in the Company's best interests and will be for the benefit of all Shareholders.

It is further noted that as announced, the price of $0.43 per PPG Share was the closing price of the Company's shares on the ASX on the date Mr Fahour's proposed investment in the Company was discussed with him and resolved by the Board to be put to Shareholders for approval.

The subscription funds will be used to reduce the Company's gearing as is deemed appropriate by the Board (other than Mr Fahour) at this time.

All Directors other than Mr Fahour recommend that Shareholders vote in favour of this Resolution for the reasons set out above.

3.2 Resolution 2: Issue of shares to Gary Weiss

(a) Introduction

Resolution 2 proposes the issue and allotment of 500,000 fully paid ordinary shares in the Company ( GW Shares ), at an issue price of $0.43 per PPG Share ( GW Share Issue Price ), to Gary Weiss, who is a Director of the Company, (or his nominated associate(s)).

Your Directors note that ASX Listing Rule 10.11 requires the Company to obtain the approval of Shareholders to the issue of equity securities to a Director. The Directors further note that the issue and allotment of the GW Shares to Dr Weiss at the GW Share Issue Price may be deemed to constitute the giving of a financial benefit to a related party of the Company under Part 2E.1 of the Corporations Act, which similarly requires the approval of Shareholders.

It is also noted that pursuant to ASX Listing Rule 7.2 Exception 14 the restriction under ASX Listing Rule 7.1 on the issue of more than 15% of the issued capital of the Company in any 12 month period will not apply to any issues made with the approval of Shareholders under ASX Listing Rule 10.11.

(b) Information required under ASX Listing Rules and the Corporations Act

In accordance with ASX Listing Rule 10.13 and the Corporations Act, the following information is provided in relation to the issue of the GW Shares to Gary Weiss:

Names of the allottees or the basis upon which allottees will be identified or selected:	Gary Weiss or his nominated associate(s).
Maximum number of securities to be issued:	500,000 PPG Shares.
The date by which the entity will issue the securities:	If this Resolution is passed, the GW Shares will be issued by no later than 1 month after the date of the General Meeting or such later date as may be permitted by the ASX if applicable.
Price at which the securities will be issued:	$0.43 per PPG Share. For the avoidance of doubt, these PPG Shares will not be issued under the Company's ESPP.
Terms of the securities:	Fully paid ordinary shares of the Company ranking equally with all other ordinary shares of the Company.
Terms of any loan in relation to the acquisitionofGW	The Company will not provide any loans in respect of the acquisition of the GW Shares.

P a g e | 11

Shares:
Use (or intended use) of the funds raised:		Funds raised from the issue of the GW Shares will be used for reduction of the Company's bank debt.
Dr Weiss' existing interest in the Company:		As at the date of the Notice of Meeting, Dr Weiss does not have any relevant interest in any PPG Shares.
Maximum extent of voting power in the Company after the issue of GW Shares:		If all of the GW Shares are issued, based on the expanded number of issued PPG Shares, Gary Weiss and his associates would hold an interest in approximately 0.2% of PPG Shares on issue (assuming that all 10,000,000 AF Shares have been issued and all 1,200,000 EK Options have been issued and exercised).
Effect of the proposed issue on the number of PPG Shares on issue:		The effect of the issue of GW Shares on the number of PPG Shares on issue is illustrated in the following table (based on the number of PPG Shares on issue as at the date of this Notice of Meeting (213,257,804), and assuming that all 10,000,000 AF Shares have been issued and all 1,200,000 EK Options have been issued and exercised): Shareholder Before the GW Shares are issued After the GW Shares are issued Gary Weiss and his associates 0 500,000 Existing Shareholders other than Dr Weiss and his associates 224,457,804 224,457,804 TOTAL 224,457,804 224,957,804
		Shareholder	Before the GW Shares are issued	After the GW Shares are issued
		Gary Weiss and his associates	0	500,000
		Existing Shareholders other than Dr Weiss and his associates	224,457,804	224,457,804
		TOTAL	224,457,804	224,957,804
Valuation of the financial benefit to be given to Dr Weiss:		As Dr Weiss will be subscribing for the GW Shares at the fixed price of $0.43 per GW Share, the amount (if any) by which the trading price on the ASX of the GW Shares at the time they are issued and allotted exceeds the fixed issue price of $0.43 per GW Share could be considered a financial benefit given to Dr Weiss.
The trading history of PPG Shares on the ASX in the 12 months to 16 April 2014:		See Section 3.1(b).

(c) Directors’ Recommendation

None of the Directors except Dr Gary Weiss has an interest in the outcome of this Resolution.

Your Directors note that Dr Weiss has extensive business experience, is an experienced company director and has to date and is expected to continue to contribute to the Board and the Company going forward.

Dr Weiss has indicated his interest in investing in the PPG business. The Board (other than Dr Weiss) is supportive of Dr Weiss' proposed investment in the Company and considers the issue of shares in the Company to him on the basis provided in this

P a g e | 12

Resolution is in the Company's best interests and will be for the benefit of all Shareholders.

It is further noted that the price of $0.43 per PPG Share is the same price as for Mr Fahour's proposed investment in the Company.

The subscription funds will be used to reduce the Company's gearing as is deemed appropriate by the Board (other than Dr Weiss) at this time.

All Directors other than Dr Weiss recommend that Shareholders vote in favour of this Resolution for the reasons set out above.

3.3 Resolution 3 – Approval of issue of options to Elliott Kaplan

(a) Introduction

Resolution 3 proposes the issue and allotment of 1,200,000 options over PPG Shares ( EK Options ), to Elliott Kaplan, who is a Director of the Company, (or his nominated associate(s)).

Your Directors note that ASX Listing Rule 10.11 requires the Company to obtain the approval of Shareholders to the issue of equity securities to a Director. The Directors further note that the issue and allotment of the EK Options to Mr Kaplan may be deemed to constitute the giving of a financial benefit to a related party of the Company under Part 2E.1 of the Corporations Act, which similarly requires the approval of Shareholders.

It is also noted that pursuant to ASX Listing Rule 7.2 Exception 14 the restriction under ASX Listing Rule 7.1 on the issue of more than 15% of the issued capital of the Company in any 12 month period will not apply to any issues made with the approval of Shareholders under ASX Listing Rule 10.11.

(b) Information required under ASX Listing Rules and the Corporations Act

In accordance with ASX Listing Rule 10.13 and the Corporations Act, the following information is provided in relation to the issue of EK Options to Elliott Kaplan:

Names of the allottees or the basis upon which allottees will be identified or selected:	Elliott Kaplan or his nominated associate(s).
Maximum number of securities to be issued or the formula for calculating the number of securities to be issued:	1,200,000 options over PPG Shares.
The date by which the entity will issue the securities:	If this Resolution is passed, the EK Options will be issued by no later than 1 month after the date of the General Meeting or such later date as may be permitted by the ASX if applicable.
Price at which the securities will be issued:	$nil per EK Option. For the avoidance of doubt, the EK Options and the PPG Shares issued on exercise of the EK Options will not be issued under the Company's ESPP.
Exercise price:	In the 12 month period up to and including the first anniversary of the issue date of the EK Options - $0.52 per EK Option. In the 12 month period up to and including the second anniversary of the issue date of the EK Options - $0.62 per EK Option. Inthe12 monthperiod up to andincluding the third anniversary of

P a g e | 13

			the issue date of the EK Options - $0.90 per EK Option.	the issue date of the EK Options - $0.90 per EK Option.	the issue date of the EK Options - $0.90 per EK Option.	the issue date of the EK Options - $0.90 per EK Option.
	Terms of issue of the EK Options – Lapsing if MR Kaplan ceases to hold office:		Each EK Option is exercisable at any time during the period from the date of its issue until the third anniversary of their issue date (Exercise Period). Upon exercise, each EK Option entitles the holder to be allotted 1 PPG Share. The terms of issue of the EK Options are consistent with the requirements of ASX Listing Rules 6.16, 6.18 and 6.19. Each unexercised EK Option will automatically lapse if: (a) Mr Kaplan ceases to hold any office or position with the Company or its subsidiaries; and (b) it is not exercised by the end of the Exercise Period.
	Terms of any loan in relation to the acquisition of EK Options:		The Company will not provide any loans in respect of the acquisition of EK Options.
	Use (or intended use) of the funds raised:		The funds raised by the payment of the exercise price for the EK Options will be used for working capital purposes.
	Mr Kaplan's existing interest in the Company:		As at the date of the Notice of Meeting, Mr Kaplan has an interest in 216,357 PPG Shares.
	Maximum extent of voting power in the Company after the issue of EK Options:		If all of the EK Options are issued and exercised, based on the expanded number of issued PPG Shares, Elliott Kaplan and his associates would hold an interest in approximately 0.6% of PPG Shares on issue (assuming that all 10,000,000 AF Shares and all 500,000 GW Shares have been issued).
	Effect of the proposed issue on the number of PPG Shares on issue:		The effect of the issue and exercise of EK Options on the number of PPG Shares on issue is illustrated in the following table (based on the number of PPG Shares on issue as at the date of this Notice of Meeting (213,257,804), and assuming that all 10,000,000 AF Shares and all 500,000 GW Shares have been issued):
			Shareholder	Before the EK Options are exercised	After the EK Options are exercised
			Elliott Kaplan and his associates	216,357	1,416,357
			Shareholders other than Mr Kaplan and his associates	223,541,447	223,541,447
			TOTAL	223,757,804	224,957,804
Valuation of the financial benefit to be given to Elliott Kaplan:			The indicative value of the EK Options to Elliott Kaplan as at 17 April 2014 has been determined to be $37,320, adopting the Black- Scholes model. Incalculating theindicativevalue oftheEKOptions, thefollowing

		Shareholder Before the EK	After the EK
		Options are	Options are
		exercised	exercised
		Elliott Kaplan and 216,357	1,416,357
		his associates
		Shareholders 223,541,447	223,541,447
		other than Mr
		Kaplan and his
		associates
		TOTAL 223,757,804	224,957,804
Valuation of the	The indicative value of the EK Options to Elliott Kaplan as at 17
financial benefit to be	April 2014 has been determined to be $37,320, adopting the Black-
given to Elliott	Scholes model.
Kaplan:
	Incalculating theindicativevalue oftheEKOptions, thefollowing

P a g e | 14

		inputs were used:	inputs were used:
		Valuation method	Black-Scholes
		Source	http://www.hoadley.net/options/optiongraphs.aspx ?
		Valuation date:	17 April 2014
		Exercise date:	Assumed to be 17 April 2017
		Term (days):	1,096
		Exercise price:	$0.90 per EK Option – assuming all EK Options are exercised in 3 years' time
		Underlying share price:	$0.47
		Dividends:	4.3%
		Volatility:	38.16%
		Risk free interest rate:	4.25% (based on 3 year Treasury Bond, expiring 21 July 2017)
		Indicative value per option:	$0.03
		Number of options:	1,200,000
		Indicative value of options to be issued:	$37,320
Trading history of the Company’s shares on the ASX in the 12 months to 16 April 2014:		See Section 3.1(b).

(a) Directors’ Recommendation

None of the Directors except Mr Elliott Kaplan has an interest in the outcome of this Resolution.

Your Directors note that Mr Kaplan has made a significant and valuable contribution to the Company as a past Chairman and current Director over several years and is expected to continue to do so going forward.

The Board (other than Mr Kaplan) considers the issue of securities in the Company to Mr Kaplan on the basis provided in this Resolution is in the Company's best interests and will be for the benefit of all Shareholders.

All Directors other than Mr Kaplan recommend that Shareholders vote in favour of this Resolution for the reasons set out above.

P a g e | 15

3.4 Resolution 4: Ratification of issue of securities under the PPG Executive Long Term Incentive Plan

ASX Listing Rule 7.1 prohibits a company from issuing shares or options representing more than 15% of its issued capital in any 12 month period without shareholder approval.

ASX Listing Rule 7.4 provides that an issue by a company of shares made without shareholder approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1, if the issue did not breach ASX Listing Rule 7.1 when made and the company’s shareholders subsequently approve it.

Accordingly, the Board has decided to seek Shareholder approval under ASX Listing Rule 7.4 for the issue of 1,050,000 PPG Shares on 25 March 2014 at a deemed issue price of $0.46 per PPG Share ( Relevant Shares ) pursuant to the Company's ESPP.

The effect of Shareholder approval of this Resolution will be that the Relevant Shares issued will not be counted in calculating the number of securities which the Company can issue in the next 12 months under the 15% limit imposed by ASX Listing Rule 7.1.

In accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Relevant Shares:

issue of the Relevant Shares:
Names of the allottees or the basis upon which allottees were determined:	Senior executives who accepted the Board's invitation to participate in the offer of the Relevant Shares pursuant to the ESPP.
The number of securities issued:	1,050,000 fully paid ordinary shares in the Company.
Price at which the securities were issued:	Deemed issue price of $0.46 per PPG Share.
Terms of the securities:	Fully paid ordinary shares of the Company ranking equally with all other ordinary shares of the Company issued pursuant to the ESPP.
Use (or intended use) of the funds raised:	No funds were raised from the issue of the Relevant Shares.
Confirmation that the issue did not breach ASX Listing Rule 7.1:	The Company confirms that the issue of the Relevant Shares did not breach ASX Listing Rule 7.1 at the time of their issue.

Directors' Recommendation: All Directors recommend that Shareholders vote in favour of this Resolution as it refreshes the Company's capacity to make further issues of securities with the full 15% flexibility allowed for under ASX Listing Rule 7.1. None of the Directors has an interest in the outcome of this Resolution.

P a g e | 16

4 Glossary

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

ASIC	Australian Securities and Investments Commission.
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.
Board	The board of Directors.
CompanyorPPG	Pro-Pac Packaging Limited (ABN 36 112 971 874).
Corporations Act	Corporations Act 2001(Cth) as amended from time to time.
Directors	The directors of the Company.
ESPP	The PPG Executive Long Term Incentive Plan.
Explanatory Notes	The explanatory notes accompanying the Notice of Meeting.
General Meeting	The extraordinary general meeting of the Company to be held at the time and place specified in the Notice of Meeting.
PPG Shares	Ordinary shares in the capital of the Company
Notice of Meeting	This document, comprising the Director's letter, notice of meeting and explanatory notes.
Resolutions	The resolutions to be considered by Shareholders at the General Meeting, as set out in this Notice of Meeting.
Shareholder	Holder of PPG Shares.

Pro-Pac Packa in Limited g g

ABN 36 112 971 874

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

Proxy Form

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

of ……………………………………………………………………………………………………..…………………………………… being a member of Pro-Pac Packaging Limited.

SECTION A

HEREBY APPOINT ………………………………………………………………………………………………………………………………

of

……………………………………………………………………………………………………..……………………………………

or, failing him/her, the Chairman of the General Meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held on Friday 6 June 2014 at 11:00 am (Sydney 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 …………………… PPG Shares.

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

Resolution 1– Issue of shares to Ahmed Fahour Resolution 2– Issue of shares to Gary Weiss Resolution 3– Issue of options to Elliott Kaplan Resolution 4– Issue of securities under the ESPP	For	A Against	Abstain	For	B Against	Abstain

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.

If the Chairman is your proxy and you do not wish to direct your proxy how to vote, please place a mark in the box: By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of Resolution 3 and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on Resolution 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 3. The Chairman intends to vote all available proxies in favour of Resolution 3.

Signed this…………………………………….day of …………………………………………….2014.

…………………………………………………………….……… ……………………………………………………………………… 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.