CCL Industries Inc.

111 Gordon Baker Road, Suite 801

Toronto, Ontario

M2H 3R1

2022

1

Annual Information Form

February 23, 2023

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Table of Contents

ITEM 1 - Cover Page .…………………………………………………………………………1

ITEM 2 - Table of Contents

3

ITEM 3 - CORPORATE STRUCTURE

6

ITEM 4 - GENERAL DEVELOPMENT OF THE BUSINESS

7

Strategy

8

Acquisitions, Divestitures and Financing Arrangements

9

Financing Arrangements

12

ITEM 5 - DESCRIPTION OF THE BUSINESS

14

Overview

14

CCL Segment

16

Avery

18

Checkpoint

20

Innovia

22

General

23

Risk Factors

31

ITEM 6 - DIVIDENDS

31

ITEM 7 - DESCRIPTION OF CAPITAL STRUCTURE

32

ITEM 8 - MARKET FOR SECURITIES

34

ITEM 9 - ESCROWED SECURITIES AND SECURITIES SUBJECT

35

3

ITEM 10 - DIRECTORS AND OFFICERS

35

ITEM 11 - PROMOTERS

39

ITEM 12 - LEGAL PROCEEDINGS

40

ITEM 13 - INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL

TRANSACTIONS

40

ITEM 14 - TRANSFER AGENT AND REGISTRAR

40

ITEM 15

- MATERIAL CONTRACTS

40

ITEM 16

- INTERESTS OF EXPERTS

41

ITEM 17

- AUDIT COMMITTEE

41

ITEM 18

- ADDITIONAL INFORMATION

47

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CCL Industries Inc.

This Annual Information Form ("AIF") contains forward-looking information and forward-looking statements, as defined under applicable securities laws (hereinafter collectively referred to as "forward- looking statements") that involve a number of risks and uncertainties. Forward-looking statements include all statements that are predictive in nature or depend on future events or conditions. Forward-looking statements are typically identified by, but not limited to, the words "believes," "expects," "anticipates," "estimates," "intends," "plans" or similar expressions. Statements regarding the operations, business, financial condition, priorities, ongoing objectives, strategies and outlook of the Company, other than statements of historical fact, are forward-looking statements. Specifically, this AIF contains forward- looking statements regarding the anticipated growth in sales, income and profitability of the Company's segments; the Company's improvement in market share; the Company's capital spending levels and planned capital expenditures in 2023; the adequacy of the Company's financial liquidity; the Company's targeted return on equity, improved return on total capital, adjusted earnings per share, Adjusted EBITDA growth rates and dividend payout; the Company's effective tax rate; the Company's ongoing business strategy; the Company's ability to maintain a Net Debt to Adjusted EBITDA ratio below 3.5 times; the Company's expectations regarding general business and economic conditions; the Company's Corporate Social Responsibility initiative to enhance the integration of social and environmental objectives into its business operations and strategy; the Company's expectation to achieve its overall environmental footprint and waste reduction goals for 2025 and 2030; the Company's ability to successfully deploy initiatives that reduce the carbon footprint of its products and services; the continuing impact the Covid ("CV19") pandemic and the conflict between Ukraine and Russia will have on the global economy and the global supply chain; the Company's success in passing on foreign exchange movements and input cost changes, including inflationary costs to its customer base; the Company's expectation that Avery will continue to open up new revenue streams in short-run digital printing applications; the Company's expectation that inflationary cost pressures are likely to ease in 2023; the Company will successfully manage business activity levels at its manufacturing locations; CCL Label and CCL Design will successfully manage new product initiatives and capacity expansion plans; the expectation that CCL Design's results will improve in 2023 as more normalized supply chains develop for automotive and electronics markets; CCL Secure's success in developing market-leading security technology to pursue widespread long-term adoption of polymer banknotes; the Company's expectation that growth at Avery's Direct-to-Consumer businesses will outpace legacy product lines and that further "tuck-in" acquisitions are possible; the Company's expectation that the Checkpoint results will improve with continued strong demand for RFID related products and as economic activity improves in China; the Company's expectation that Innovia will offset resin, energy and freight cost increases with productivity initiatives and price increases to its customer base; and Innovia will successfully fill capacity at its new Ecofloat shrink film line in 2023.

Forward-looking statements are not guarantees of future performance. They involve known and unknown risks and uncertainties relating to future events and conditions, including, but not limited to, the impact of competition; consumer confidence and spending preferences; general economic and geopolitical conditions; currency exchange rates; interest rates and credit availability; technological change; changes in government regulations; risks associated with operating and product hazards; and the Company's ability to attract and retain qualified employees. Do not unduly rely on forward-looking statements as the Company's actual results could differ materially from those anticipated in these forward-looking statements. Forward-looking statements are also based on a number of assumptions, which may prove to be incorrect, including, but not limited to, assumptions about the following: higher consumer spending; increased customer demand for the Company's products; continued historical growth trends, market growth in specific segments and entering into new segments; the Company's ability to provide a wide range of products to multinational customers on a global basis; the benefits of the Company's focused strategies and operational approach; the Company's ability to implement its acquisition strategy and successfully integrate acquired businesses; the achievement of the Company's plans for improved efficiency and lower costs, including the ability to pass on polypropylene resin, aluminum and other inflationary cost increases to its customers; the availability of cash and credit; fluctuations of currency exchange rates; the Company's continued relations with its customers; and general business and

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CCL Industries Inc. published this content on 22 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 February 2023 23:20:03 UTC.