PRO-PAC PACKAGING LIMITED — AGM Information 2021

Oct 18, 2021

PRO-PAC PACKAGING LIMITED

ACN 112 971 874

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY NOTES

• Date: Tuesday 23 November 2021
• Time: 2.30 pm (Melbourne time)
• Place: The meeting will be a virtual meeting

Chairman's Letter

19 October 2021

Dear Fellow 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 Tuesday 23 November 2021, beginning at 2.30pm. This year's Annual General Meeting will be held virtually and further details on how to attend and vote are contained in the meeting notice.

This event is an opportunity for you to share your views directly with the PPG board, and to hear from them about your Company's progress and plans for the future.

The business of the Annual General Meeting is set out in the enclosed Notice of Meeting. It includes seeking shareholder approval for:

• the adoption of the Remuneration report as set out on pages 16 to 23 of the PPG 2021 Annual Report;
• the election of Mr Rupert Harrington as a director of the Company;
• the enhancement of the placement capacity for the Company;
• the consolidation of the Company's shares; and
• the issue of securities to Mr Tim Welsh, Chief Executive Officer and Managing Director, under the Company's Performance Rights Plan,

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 of and will be for the benefit of all Shareholders.

I look forward to welcoming you to our 2021 AGM.

Jonathan Ling Chairman

Notice of Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting (AGM) of the Shareholders of Pro-Pac Packaging Limited (Company or PPG) will be held at 2.30 pm (Melbourne time) on Tuesday 23 November 2021 via Lumi.

Attending the meeting online enables shareholders to view the AGM live and to also ask questions and cast votes at the appropriate times whilst the meeting is in progress.

Shareholders who wish to participate in the AGM online may do so via the following URL:

https://web.lumiagm.com/328916261.

The meeting ID is 328-916-261. You can log in to the meeting by entering:

• 1. Your username, which is your Boardroom S number (located on any recent statement or documentation)
• 1. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details

If you have been nominated as a third-party proxy, please contact the share registry, Boardroom on 1300 737 760

Items of Business

Item 1 – Financial Report, Directors Report and Auditors Report

To receive and consider the Financial Report of the Company and of the Consolidated Entity for the year ended 30 June 2021 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 2021.

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 – Election of a Director – Mr. Rupert Harrington

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

"That, for the purposes of clause 6 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."

Resolution 4 – Increase Placement Capacity

To consider and, if thought fit, to pass, with or without amendment, 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 5 – Share Consolidation

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

"That, pursuant to section 254(H) of the Corporations Act and for all other purposes, the Shares of the Company be consolidated through the conversion of every 10 Shares held by a Shareholder into 1 Share, and, where this Consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction down to the nearest whole Share or zero, as applicable, with consolidation to take effect in accordance with the timetable set out in the Explanatory Notes accompanying the notice convening this Annual General Meeting."

Resolution 6 – Issue of Performance Rights to Mr Tim Welsh

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholder approval is given to the issue and annual allotment of 2,928,571 Performance Rights (and Shares on exercise of such Performance Rights) to Mr. Tim Welsh, the Company's Chief Executive Officer and Managing Director, under the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Notes accompanying this Notice of Annual General Meeting."

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

Kathleen Forbes Company Secretary

19 October 2021

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) any associate or proxy of any KMP of the Company.

However, this does not apply to a vote cast in favour of a resolution by:

• (c) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• (d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
• (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair intends to vote all available proxies in favour of this Resolution 2.

Resolution 6

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

• (a) any director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person; and
• (b) any associate or proxy of a person referred to in (a) above.

However, this does not apply to a vote cast in favour of a resolution by:

• (c) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• (d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
• (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair intends to vote all available proxies in favour of this Resolution 6.

2. Documents

A proxy form accompanies these documents.

3. Persons entitled to vote/ Record Date

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 8:00pm (Melbourne time) on 21 November 2021.

4. How to Vote

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

5. Voting

To vote on the Resolutions, Shareholders will need to do one of the following:

Either: Virtually Attend the Meeting and vote, Or

Complete the enclosed Proxy Form and return it in accordance with the instructions specified on the form. The completed Proxy Form must be received, or the online registration must have occurred, by no later than 2.30 pm (Melbourne time) on 21 November 2021.

If you require an additional proxy form, the Company will supply it on request.

Voting on all proposed resolutions at the meeting will be conducted by poll initiated by the Chair.

6. 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):

• by email to proxy@boardroomlimited.com.au;
• online at www.votingonline.com.au/ppgagm2021;
• by post to Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia;
• in person to Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 Australia; or
• the following fax number at the Company's share registry's office: + 61 2 9290 9655.

7. 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.

8. Corporate Representative

A body corporate that is a Shareholder and entitled to attend and vote at the Annual General Annual General Meeting, or that has been appointed as proxy of a Shareholder entitled to attend and vote at the Annual General Meeting, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative must bring to the Annual General Meeting adequate evidence of his or her appointment, including any authority under which the appointment is signed, unless that evidence has previously been provided to the Share Registry.

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 2.30 pm (Melbourne time) on Tuesday 23 November 2021 via Lumi.

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 2021 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 response.

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 16 to 23 of the Company's annual report and can also be found on the Company's website at www.ppgaust.com.au.

While the Corporations Act (section 250R(2)) requires a listed company to put a resolution to its members at its annual general meeting that its remuneration report be adopted, the Corporations Act expressly provides that the vote on any such resolution is advisory only (meaning that while such vote provides guidance to the directors, it does not bind the Directors or the Company). However, the Directors recognise the vote as an indication of shareholder sentiment and will have regard to the outcome of the vote and any discussion when setting the Company's remuneration policies.

The Remuneration Report forms part of the Directors' Report for the year ended 30 June 2021 and is made in accordance with a unanimous resolution of the Directors. While noting that each Director has a personal interest in his remuneration, as described in the Remuneration Report, the Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. Resolution 2 is put to the Shareholders at the Meeting in fulfilment of the obligations of the Company under section 250R(2) of the Corporations Act. Shareholders attending the Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Resolution 3 – Election of a Director – Mr. Rupert Harrington

Clause 6.1 of the Company's constitution requires that, at each annual general meeting, one-third of the Directors must retire from office, or if their number is not a multiple of three, then the number nearest to but not exceeding one-third of the Directors must retire from office. The Managing Director (Mr. Tim Welsh) is exempt under clause 6.7 of the Company's constitution from the requirement to retire by rotation and not included in the total number of directors to retire. The retirement of Directors by rotation is also subject to the requirement, in clause 6.1 of the Company's constitution, that a Director must retire from office at the conclusion of the third annual general meeting after the Director was last elected. Clauses 6.4 and 6.5 of the Company's constitution provide that a retiring Director remains in office until the end of the meeting and will be eligible for re-election at the meeting.

As previously announced, Ms Go is retiring at the conclusion of the AGM and will not be seeking re-election. The vacancy caused by Ms Go's retirement will be filled by the board in due course, and in accordance with clause 9 of the Company's Constitution, the appointed director will retire and be subject to re-election at the annual general meeting following his or her appointment.

Mr Harrington will retire by rotation at this AGM. Mr Harrington is eligible for re-election and is seeking reelection as Director at the AGM. Biographical details of Mr Harrington are set out below:

Rupert Harrington MSc, B Tech, CDipAF, MAICD

Mr Harrington is a Non-Executive Director and was appointed to the board on 6 November 2017.

Mr Harrington is an experienced company Director with over 30 years' experience as a Non-Executive Director of companies operating in manufacturing, industrial services, health and technology.

Mr Harrington is Non-Executive Chair of Clover Corporation Limited (ASX: CLV), Director of Integral Diagnostics Limited (ASX: IDX) and was previously a Director of Bradken Limited, Advent Partners (resigned 23 March 2021) and others.

Mr Harrington is a member of the Audit, Business Risk and Compliance Committee, and has recently been appointed Chair of the Remuneration and Nomination Committee.

Mr Harrington is an independent director. The Board supports the election of Mr. Harrington and recommends that Shareholders vote in favour of this Resolution.

Resolution 4 –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 4, 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

A statement of the minimum priceat which the equity securities maybe issued for the purposes of rule7.1A.3	The issue price of Shares issued under the EnhancedPlacement Capacity will not be less than 75% of thevolume weighted average price of Shares in the sameclass, calculated over the 15 trading days on whichtrades 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 10 trading daysof the date on which the price at which the Sharesare to be issued is agreed, the date on which theShares are issued.
A statement of the risk of economicand voting dilution of existingordinary security holders that mayresult from an issue of equitysecurities under rule 7.1A.2	Dilution risksIf Resolution 4 is passed by Shareholders and theCompany issues Shares under the Enhanced PlacementCapacity, the voting power of existing Shareholders whodo not receive any Shares under the issue will bediluted.Economic risks
	There is a risk that:
	•the market price for the Company's Shares may besignificantly lower on the date of the issue of theShares than on the date of the Annual GeneralMeeting; and
	•the Shares may be issued at a price that is at adiscount to the market price for the Company'sShares on the issue date.
	If Shares are issued at a discount to the net tangibleasset value per share (NTA), there may be a negativeimpact on NTA.

	The table at section 1.1(c) shows the potential dilutionof existing Shareholders as required by ASX Listing Rule7.3A.2.
The date by which the equitysecurities may be issued	Shares will only be issued under the EnhancedPlacement Capacity from the date of the Annual GeneralMeeting if approval is obtained until the date that is theearlier of:
	(a) The date that is 12 months after the date of theannual general meeting at which the approval isobtained; and(b) The time and date of the Company's next annualgeneral meeting.
	However, Shareholder approval will cease to be validprior to this date in the event that Shareholders approvea transaction under ASX Listing Rule 11.1.2 or 11.2.
A statement of the purposes forwhich the equity securities may be	The Company may issue Shares under the EnhancedPlacement Capacity in order to:
issued, including whether theeligible entity may issue any ofthem for non-cash consideration	provide additional funding to support the Company's•activities;
	•to make new investments into or acquisitions ofpackaging businesses; and
	•to fund general working capital.
Details of the eligible entity'sallocation policy for issues underthe approval	The allotted of the Shares to be issued under theEnhanced Placement Capacity have not yet beendetermined. The Company will determine the allotteesat the time of the issue under the Enhanced PlacementCapacity on a case-by-case basis, having regard to arange 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 asan entitlement issue where existing Shareholdersmay participate;
	•the effect of the issue of the Shares on the controlof the Company;
	the circumstances of the Company, including but•not limited to the financial position and solvency ofthe Company;
	prevailing market conditions; and•
	•advice from professional advisers.
If the eligible entity has previouslyobtained approval under ASXListing Rule 7.1A	The Company obtained approval under ASX Listing Rule7.1A at the annual general meeting held 26 November2020. No Shares have been issued pursuant to thatapproval, and neither has the Company agreed to issueany Shares pursuant to that approval.
A voting exclusion statement	No voting exclusion statement is included in this Noticeof Meeting. As at the date of this Notice of Meeting, theCompany has not invited any existing Shareholder toparticipate in any issue of Shares under ASX Listing Rule7.1A. Therefore, no existing Shareholders will beexcluded from voting on Resolution 4.

(c) Potential dilution of existing Shareholders

As required by the Listing Rules, 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 Shares and estimated number of Shares on issue at the date of the Annual General Meeting where approval for this Resolution 4 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 ofShares on issue(Variable A)	Issue price (perShare)	$0.10(50% decreasein issue price)	$0.20(issue price)	$0.40(100% increase inissue price)
Variable A	Shares issued	81,110,729Shares	81,110,729Shares	81,110,729 Shares
	Funds raised	$8,111,072	$16,222,145	$32,444,291
50% increase inVariable A	Shares issued	121,666,094Shares	121,666,094Shares	121,666,094 Shares
	Funds raised	$12,166,609	$24,333,218	$48,666,437
100% increase inVariable A	Shares issued	162,221,458Shares	162,221,458Shares	162,221,458 Shares
	Funds raised	$16,222,145	$32,444,291	$64,888,583

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 $0.20, being the closing price of the Shares on the ASX on 6 September 2021.
• The estimated number of Shares on issue at the date of the Annual General Meeting is equal to the issued capital as at 6 September 2021, which is 811,107,285 Shares.

(d) Recommendation of the Directors

The Board supports the proposal to put Resolution 4 to Shareholders for their approval and recommends that Shareholders vote in favour of this Resolution.

Resolution 5 – Share Consolidation

(a) Definitions

"Option" means an option to acquire a Share;

"Performance Rights" means a right that confers an entitlement to be issued one Share subject to the satisfaction of any performance criteria;

"Share" means a fully paid ordinary share in the capital of the Company; and

"Shareholder" means a registered holder of a Share in the Company.

(b) Background

Resolution 5 seeks Shareholder approval for consolidation of the Company's issued share capital through the conversion of every ten (10) fully paid ordinary shares into one (1) fully paid ordinary share ("Share Consolidation"). The Company is proposing to undertake the Share Consolidation to reduce its total issued capital to a more appropriate and effective capital structure for the Company and a resultant share price that is more appealing to a wider range of investors.

Section 254H of the Corporations Act, provides that the Company may convert all or any of its Shares into a larger of smaller number of Shares subject to approval of Shareholders at a general meeting.

(c) Information for Shareholders under ASX Listing Rule 7.20: Effect of the Share Consolidation

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.20:

• Effect of the Consolidation on the Shares

The Company currently has 811,107,285 Shares on issue, which includes 780,000 unvested Shares issued under the Company's Employee Share Purchase Plan ("ESPP"). If the Share Consolidation is approved by Shareholders, the issued capital will reduce to approximately 81,110,728 (subject to rounding and fractional share entitlements).

Individual shareholdings will be reduced in the same ratio as the total number of Shares (subject to rounding and fractional share entitlements). In the absence of any other market movements or changes to the issued capital, the Share Consolidation will not affect the percentage interest held in the Company by each Shareholder and will not result in any change to the rights and obligations of Shareholders. This includes the rights and obligations including loan repayment obligations of the holders of the ESPP Shares.

• Effect of the Consolidation on Performance Rights

The Company currently has 14,218,001 Performance Rights on issue. Subject to the approval of this Resolution, the total number of Performance Rights will be proportionately reduced in the same ratio as the Share Consolidation to 1,421,800 (subject to rounding an fractional share entitlements). As a result, on vesting of the Performance Rights a total of 1,421,800 Shares could be issued by the Company.

• Fractional Entitlements

Where the Share Consolidation, and the consolidation of the Performance Rights on issue, results in an entitlement to a fraction of a Share or Performance Right, that fraction will be rounded down to the nearest whole number of Shares, or zero, as applicable.

(d) Holding Statements

With effect from the effective date of the Share Consolidation, all existing holding statements will cease to have effect, except as evidence of entitlement to a certain number of securities on a post Share Consolidation basis. New holding statements will be issued to security holders on completion of the Share Consolidation.

(e) Taxation

These Explanatory Notes do not consider the tax implication in respect of Shares or other securities held on revenue account, as trading stock or by non-resident Shareholders. Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position.

The Share Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Shares held after the Share Consolidation will be the sum of the cost bases of the Shares held per Share Consolidation. The acquisition date of Shares held after the Share Consolidation will be the same as the date on which the Shares were originally acquired.

Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Shareholders or other security holders of the tax consequences of the proposed Share Consolidation.

(f) Indicative Timetable

Subject to Shareholder approval of the Consolidation, the proposed timetable for the Consolidation is set out below. The dates are indicative only and are subject to possible change.

Key Event	Indicative Date
General Meeting	23 November 2021
Notification to ASX of the outcome of this resolution and the Effective Date	23 November 2021
Last date for trading in pre-consolidated securities	24 November 2021
Trading in consolidated securities on a deferred settlement basiscommences	25 November 2021
Record Date – Last day to register transfers on a pre-consolidation basis	26 November 2021
First day for Company to update register and send new holding statements	29 November 2021
Last day for Company to update register and complete despatch ofnew holding statement.	3 December 2021
Deferred settlement trading ends

(g) Directors' recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

Resolution 6 – Issue of Performance Share Rights to Mr Tim Welsh

(a) Background

On 16 April 2019, the Company announced that the Board had appointed Mr. Tim Welsh as Chief Executive Officer (CEO) and entered into an employment agreement with Mr. Welsh, pursuant to which the Company had agreed to provide a long-term incentive (LTI) under the Company's Performance Rights Plan (PRP), subject to Shareholder approval. Resolution 6 seeks Shareholder approval for the grant of Performance Rights to Mr. Welsh as LTI under the PRP for the purposes of the ASX Listing Rules.

After careful consideration, the Board considers the grant of the Performance Rights as proposed and the other elements of Mr. Welsh's remuneration as specified below to be appropriate and reasonable remuneration, recognising the Company's circumstances and the responsibilities involved in Mr. Welsh's role as CEO and Managing Director.

The Company is seeking the approval of Shareholders in accordance with ASX Listing Rule 10.14.

(b) Mr. Welsh's Remuneration

Mr. Welsh's base remuneration package is $574,000 per annum ("Base Remuneration"), plus $23,568 superannuation contributions and $30,750 car allowance, which may be reviewed from time to time in accordance with Company policy. In addition, Mr Welsh is entitled to a short-term incentive (STI) benefit equal to his base remuneration, conditional upon the achievement of various key performance indicators. The board has also implemented an over achievement on the STI such that Mr Welsh may overachieve his key performance indicators, and if he does so, receive up to 200% of his STI benefit.

Mr. Welsh is also entitled to an LTI with a value equal to his base pay of $574,000 each year, which, subject to shareholder approval, the board proposes to grant using the Company's PRP, and on the basis set out below.

(c) Approval under the ASX Listing Rules

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.

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

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

If the person is not adirector, a statementof the relationshipbetween the personand the director thatrequires the approvalto be obtained	Mr. Welsh is a Director.
The maximum numberof securities that maybe acquired by allpersons for whomapproval is required	Under Mr Welsh's employment contract, the Company has agreed togrant to Mr Welsh an LTI to the value of his base pay per annum, thevesting of which is subject to Performance Hurdles set by the board.The reference Share price for the determination of Mr. Welsh'sentitlements as an LTI under the PRP is the Company's VWAP for the5 day period following its full year results release, which is $0.196,

	and therefore the number of Performance Rights to be issued in2021 with a nominal value of $574,000 is 2,928,571.
	Under the PRP, the Board has the absolute discretion to determinethe maximum number of Performance Rights that eligible employeesare entitled to receive so long as the number of underlying Sharesissued pursuant to the offer and the number of Performance Rightsand Shares issued in the previous 3 year period under the PRP, willnot exceed 5% of the total number of Shares on issue.
The price (including astatement whetherthe price will be, or bebased on, the volumeweighted averagemarket price orclosing market price),or the formula forcalculating the price,for each security to beacquired under thescheme	The LTI Performance Rights will be granted at nil issue price andvested Performance Rights may be exercised at nil exercise price.The reference Share price for the determination of Mr. Welsh'sentitlements as an LTI under the PRP is the Company's VWAP for the5-day period following its full year results release. which is $0.196,and therefore the number of Performance Rights to be issued in2021 with a nominal value of $574,000 is 2,928,571.
Value of theperformance rights	As noted above, the reference Share price for the determination ofMr. Welsh's entitlements as an LTI under the PRP is the Company'sVWAP for the 5-day period following its full year results release.which is $0.196, and therefore the number of Performance Rights tobe issued in 2021 with a nominal value of $574,000 is 2,928,571.Ultimately the value of the Performance Rights is determined usingthe Monte Carlo simulation-based model which is used to test thelikelihood of attaining the market hurdle against the comparatorgroup of entities using the following assumptions: expected volatility,risk-free interest rate, expected life of option, share price, dividendyield and probability of achievement. The Monte Carlo simulationincorporates the impact of this market condition on the fair value ofthe awards containing a market hurdle. The Monte Carlo simulationis carried out as at the date of issue of the Performance Rights.
The names of allpersons referred to inASX Listing Rule 10.14who receivedsecurities under thescheme since the lastapproval, the numberof securities received,and acquisition pricefor each security	No Directors or their associates have received securities under thePRP except for the grants of Performance Rights approved at priorAGM's, as set out below, and which were duly issued as a result ofthose approvals at Nil issue priceAGM 25 November 2019- 3,333,333 performance rightsAGM 26 November 2020- 3,353,293 performance rights
The names of allpersons referred to inrule 10.14 entitled toparticipate in thescheme	In respect of the PRP, Mr. Tim Welsh, Chief Executive Officer andManaging Director.The Rules of the PRP also permit participation by directors, althoughthe board does not currently propose such participation. The namesof the current directors are:Jonathan LingDarren BrownMarina GoRupert HarringtonLeonie Valentine

A voting exclusionstatement	A voting exclusion statement is set out on page 5 of this Notice ofAnnual General Meeting.
The terms of any loanin relation to theacquisition	None.
A statement asrequired by ASXListing Rule 10.15.11	Details of any securities issued under the PRP will be published ineach annual report of the Company relating to a period in whichsecurities have been issued, and that approval for the issue ofsecurities was obtained under ASX Listing Rule 10.14.
	If any Director becomes entitled to participate in the PRP after thisResolution 7 is approved and that person is not named in this Noticeof Meeting, then that person will not participate in the PRP until theCompany's Shareholders approve such participation for the purposesof ASX Listing Rule 10.14.
The date by which theentity will issue thesecurities, which mustbe no later than 3years after themeeting	The Performance Rights will be issued in November 2021, and nolater than 31 December 2021.

(e) Additional Information for Shareholders- Conditions applicable to the vesting of Performance Rights

Performance Rights will be granted to Mr. Welsh with vesting conditional upon the achievement of certain performance conditions, as outlined below. Each Performance Right will entitle Mr. Welsh to subscribe for one share.

Performance period

The Performance Rights granted as an 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 commencing 1 July 2021 and ending 30 June 2024. , The satisfaction of vesting conditions will be assessed at the end of this three-year period. Mr. Welsh will have a 6-month period in which to exercise such Performance Rights as have vested, after which any unexercised vested Performance Rights will lapse.

Vesting conditions

Vesting of the LTI Performance Rights will be dependent upon the Total Shareholder Return (TSR) of the Company relative to a peer group of approximately 100 companies comprising the Small Ordinaries Index (modified to exclude resources, mining and materials stocks). If the Company's TSR equals the median TSR of the peer group, Mr Welsh will receive 50% of his maximum entitlement, increasing up to 100% if the Company equals or exceeds the 75th percentile of its peer group. The Performance Rights will vest in a progressive increment from median performance up to 75th percentile performance.

TSR will be calculated based on movements in the Company's Share price and total dividends paid during the three-year performance period.

Vesting of the LTI Performance Rights is also dependent upon Mr Welsh continuing to be the Chief Executive Officer of the Company from the date of grant until vesting.

(f) Summary of the PRP

The Company uses LTI Performance Rights to provide executives with an opportunity to share in the growth in value of the Company and to encourage them to improve the longer-term performance of the Company and its return to shareholders. The PRP is also intended to assist the Company to attract and retain skilled and experienced senior executives and provide them with an incentive to have a greater involvement with, and focus on, the longer-term goals of the Company.

The following are the key features of the PRP:

• The Board may from time to time, in its absolute discretion, invite eligible employees to apply for rights under the PRP on terms set out in the PRP and any other terms the Board considers appropriate, subject to the grant complying with the Corporations Act 2001 and the ASX Listing Rules;
• A right will vest where the eligible employee remains in service at vesting date and, in some cases, upon satisfaction of performance hurdles and other vesting conditions determined by the Board. The key performance hurdle which has been used is that the TSR of the Company must exceed the rate of growth over the same period for the S&P/ASX Small Ordinaries Accumulation Index (or any equivalent or replacement of that index);
• The exercise price of a grant of rights under the PRP may be zero, although a price may be set by the Board;
• A right will automatically lapse where the right has not been exercised by the expiry date; and
• Shares issued on the exercise of rights under the PRP will rank equally in all respects with all existing shares from the date of allotment, including in relation to voting rights and entitlements to distributions and dividends.

(g) 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 5 of this Notice of Meeting. For those reasons, the Directors will not be making recommendations as to voting on this Resolution 6.

-Ends-

All Correspondence to:

	By Mail	Boardroom Pty LimitedGPO Box 3993Sydney NSW 2001 Australia
	By Fax:	+61 2 9290 9655
	Online:	www.boardroomlimited.com.au
		By Phone: (within Australia) 1300 737 760
		(outside Australia) +61 2 9290 9600

YOUR REGISTRATION IS IMPORTANT

For your vote to be effective it must be recorded before 2:30pm (AEDT) on Sunday, 21 November 2021.

TO REGISTER YOUR VOTE ONLINE BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/ppgagm2021

STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company's securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 2:30pm (AEDT) on Sunday, 21 November 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online	https://www.votingonline.com.au/ppgagm2021
By Fax	+ 61 2 9290 9655
 By Mail	Boardroom Pty LimitedGPO Box 3993,Sydney NSW 2001 Australia
In Person	Boardroom Pty LimitedLevel 12, 225 George Street,Sydney NSW 2000 Australia

Your Address

using this form.

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Pro-Pac Packaging Limited (Company) and entitled to attend and vote hereby appoint: the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Tuesday 23 November 2021 at 2:30pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 2 and 6, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 2 and 6 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 2 and 6). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP2	VOTING DIRECTIONS* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will notbe counted in calculating the required majority if a poll is called.
		For	Against	Abstain*
Resolution 2	Adoption of Remuneration Report
Resolution 3	Election of Mr Rupert Harrington as a Director
Resolution 4	Increase Placement Capacity
Resolution 5	Share Consolidation
Resolution 6	Issue of Performance Rights to Mr Tim Welsh

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director	Director / Company Secretary
Contact Name……………………………………………	Contact Daytime Telephone………………………	Date	/	/ 2021