RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

101

RPC Group Plc

Acquisition of Letica Corporation and Fully-underwritten Rights Issue

February 2017

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

102

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RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

103

Compelling strategic acquisition in line with our Vision 2020 Letica Transaction Summary

Transaction

Notes

1. FX rate: £1.00 = $1.25

2. Adjusted EBITDA defined as reported EBITDA before capitalisation of certain expenses, stock valuation policy adjustments and non-recurring / other costs

3. Refer to slide 11 for details 4. Net proceeds of c. £540m after expenses

● RPC will acquire Letica for upfront cash consideration of $490m (£391m1), on a cash-free and debt-free basis

− Represents a multiple of 8.5x Adjusted EBITDA2 (for FY ended 30 June 2016) of $57m (£46m1), before synergies

● Potential additional earn-out payment3 of up to $150m (£120m1) in FY 2020, based on future financial performance

− If maximum earn-out achieved, represents a multiple of 6.4x average two-year EBITDA of $101m (£80m1) for the

period ending 1 July 2019

● Fully underwritten 1 for 4 rights issue to raise gross proceeds of approximately £552m4

● Proceeds used to part fund upfront consideration for Letica and reduce existing drawn debt following recent acquisitions

− Total enterprise value of c. £850m

● Target enlarged group leverage of c. 2.1x net debt / EBITDA

● Opportunity to acquire a leading North American manufacturer and distributor of rigid plastic packaging and foodservice

products serving building and construction, foodservice, food, chemical and retail markets

● Fits with Vision 2020, creating a meaningful RPC presence outside of Europe

● Provides well-invested U.S. business platform in anticipation of a global consolidation trend

● Potential buy-and-build platform in North America

● Meets RPC’s strict acquisition criteria and earnings accretive in the first full year

Financing

Strategic

rationale

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

104

● Founded and privately-owned since 1968

● Headquartered in Rochester, MI

● FY 2016 sales of $450m1 (£359m1) and Adjusted EBITDA of $57m1,3

(£46m1)

− 100% of sales in North America

● Sells to c. 750 customers

− Average top-ten Rigid Packaging customer tenure of >20 years

− Average top-ten Foodservice Packaging customer tenure of >14 years

● Over 250 rigid plastic and paper-based product configurations

● Robust engineering capabilities in injection moulding, including

proprietary, in-house design centre

● Well-capitalised manufacturing footprint with 13 owned plants in the U.S.

● Integrated distribution network with over 400 tractors and trailers

● Non-unionised workforce of c. 1,750

Leading manufacturer of rigid packaging and foodservice products Business overview of Letica

Source: Letica Management information

Notes

1. Stated financials and segment percentage of sales as of FY ended 30 June 2016 (Letica); FX rate: £1.00 = $1.25

2. Excludes Letica’s distribution business (<1% Letica sales)

3. Adjusted EBITDA defined as reported EBITDA before capitalisation of certain expenses, stock valuation policy adjustments and non-recurring / other costs

Sales by Operating Segment (2016)1,2

Rigid Packaging

71%

Foodservice Packaging

29%

Representative Products

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Current With Letica

Sales1,2 c. $280m c. $730m

# of Manufacturing Facilities 7 20

# of Employees c. 850 c. 2,600

Polymer Purchase <50kt c. 160kt

RPC North America Profile

Extended geographic footprint and greater ability to serve customers Benefits to RPC Group

Where we manufacture in 2017

Where we sell

Europe75%

N.A.18%

Other 7%

Increase

from c. 8%

pre-Letica

Provides nationwide footprint in the United States

Enlarged RPC Regional Sales Mix1

Enlarged RPC Group Sales2,3

Notes

1. 2015/16 sales by destination, to include a full year of announced acquisitions

2. FX rate: £1.00 = $1.25 3. 2017E financials: average consensus estimates + ESE (31 December 2016) + Astrapak (28 February 2016) + Letica (30 June 2016)

2017E RPC:Consensus + ESE + Astrapak

With Letica

c.£2.9b

c.£3.3b

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Greater relevance in the global supply chain Benefits to RPC Group

Customers Polymer

325kt

850kt

1,100kt

Pre-PromensAcquisition

Sept-2016 Run-rate Post AcquisitionRun-rate

Projected N.A. Polyethylene Demand and Capacity

Letica >100kt of

annual polymer

purchases,

primarily HDPE

RPC Polymer Purchasing

● Enhanced positioning with multi-national customers

● Improved ability to respond to global RFP requirements

● Greater production and design capabilities enhancing

responsiveness to customers

● Increased points of contact with decision makers 5

10

15

20

25

30

2014 2016E 2018E 2020E

Domestic Demand Capacity

(Mill

ion M

T)

PE capacity

additions

expected to

outpace

domestic

demand

Source: Company information, IHS Chemicals

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Shared commitment to innovation and product development

● Robust engineering capabilities supported by dedicated,

full-service design centre in Rochester, MI

− 48 engineers and technicians with >10 years average

experience

− Close partnership with customers to develop

customised solutions

− In-house automation engineers design and build

custom post-moulding processes

− Proprietary IP developed and controlled internally;

50+ patents today

● 28 design and engineering centres worldwide

● Over £100m in capital investment in FY 2016,

including investment in new product

development and process technology

● In-house tooling and mould design allows

integrated process expertise across all main

plastic conversion technologies

● 50+ innovation awards and finalist positions

since 2012

● Close partnership with customers as a concept-

to-reality team, taking customer needs and

developing finished products

Lightweight PK

Series

Hinged Lid Series Non-Round Series

“Easy Open”

Recent Letica Developments

Source: Letica Management information, company information

Plastic Conversion Technologies

Shared

culture of

innovation

− Injection Moulding

− Blow Moulding

− Thermoforming − Reaction Injection Moulding

− Rotational Moulding

− Blown Film Extrusion

Benefits to RPC Group

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Compelling fit with Vision 2020

Meaningful presence in

North America

● Well-capitalised North American footprint, with 13 owned manufacturing facilities in 11 states

● Approximately 1.7 million sq. ft. manufacturing and warehouse footprint

● Integrated distribution network supports attractive delivery and turnaround times

● Expected to more than double RPC’s North American revenues and polymer purchases1

● Resilient and growing business with incremental cost savings and productivity plans in place by

Letica Management to expand margins

● Highly-visible additional cost synergy opportunities for RPC (e.g. resin buy, distribution); additional

potential upside from best practice sharing and cross-selling

● Manageable integration requirements; key Letica family members remaining with the business

Letica acquisition highlights

Strategic platform for

continued growth and

investment

● Embedded culture of innovation and new product development

● Deep injection moulding expertise with differentiated design and printing capabilities

● Broad portfolio of over 250 product configurations

Attractive financial profile

with clear synergy

opportunities

Strong positions in

attractive markets

● Leading positions in growing end markets

● Important partner for many blue-chip, North American customers and brands

● Primary supplier to its largest customers

Notes

1. Based on Letica revenue and polymer purchases for FY ended 30 June 2016

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Letica Financials ($m)

Business generating robust margins Attractive financial profile with clear synergy opportunities

Notes

1. Adjusted EBITDA defined as reported EBITDA before capitalisation of certain expenses, stock valuation policy adjustments and non-recurring / other costs

2. Adjusted EBITDA less adjusted depreciation and amortisation expense. For the purpose of calculating Adjusted EBIT, depreciation and amortisation have been assumed to be approximately $25m

based on the Directors’ understanding of the sustainable level of depreciation and amortisation in Letica’s business

3. Includes $5m (£4m) of pre-tax synergies

● Accelerating financial performance, driven by above-GDP volume growth rates across Rigid Packaging product lines

− FY 2014 to FY 2016 volume CAGR of >7% (Rigid Packaging)

● Strong Adjusted EBITDA margin expansion due to cost management and productivity

● Attractive pipeline of identified new business opportunities to drive incremental growth and profitability

● Cost savings and productivity initiatives identified by Letica Management, incremental to RPC’s cost synergy guidance

● Improved sales and profitability for the six-month period ended 31 December 2016, due to volume growth in both Rigid Packaging and Foodservice

FY

June 2014

FY

June 2015

FY

June 2016

Sales $445 $459 $450

Adjusted EBITDA1 40 43 57

% of Sales 9.0% 9.4% 12.8%

Adjusted EBIT2 15 18 32

% of Sales 3.4% 4.0% 7.2%

Adjusted EBIT + Synergies3 20 23 37

% of Sales 4.5% 5.0% 8.3%

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Highly-visible cost savings and manageable integration requirements

Targeted ongoing annual pre-tax cost synergies of at least $5m (£4m1) per annum and incremental cost saving initiatives identified by

Letica Management of c. $12m (£10m1) per annum expected to be realised within the first two full years. Minimal expected cash costs

to achieve

Synergy opportunities – at least $5m (£4m1) per annum (c. 1.1% of Letica sales2)

● Polymer procurement synergies

● Distribution/logistics optimisation, utilising Letica’s truck business

● Elimination of duplicative corporate overhead structures

● Further cost base optimisation through best-practice exchange

Incremental cost savings opportunities – c. $12m (£10m1) per annum

● Closer alignment of current Letica benefit programs to market terms

● Enhanced efficiency in selling, general and administrative expenses

● Manufacturing cost improvements

Integration plan

● Letica will operate as a standalone business within the RPC Superfos division

– Letica brand name to be retained and actively marketed

– Current Letica Management team to be retained, including CEO, business unit leaders and VP of Operations

Attractive financial profile with clear synergy opportunities

Notes

1. FX rate: £1.00 = $1.25

2. FY ended 30 June 2016 (Letica)

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Letica Earn-out Mechanism Earn-out Structure

If $70m (£56m1) EBITDA p.a. achieved then no

earn-out, acquisition multiple drops to ~7.0x

Threshold

EBITDA

Maximum Earn-out

Achievement

Two-Year Cumulative EBITDA2 $140 $201

Consideration at Close $490 $490

Earn-out Paid 0 150

Total Consideration $490 $640

Two-Year Average EBITDA $70 $101

Adjusted D&A3 25 25

Average Two-Year EBIT $45 $76

Total Consideration / Two-Year Average EBITDA 7.0x 6.4x

Notes

1. FX rate: £1.00 = $1.25

2. Two-Year cumulative EBITDA for the period ending 1 July 2019

3. For the purpose of calculating Adjusted EBIT, depreciation and amortisation have been assumed to be approximately $25m based on the Directors’ understanding of the sustainable level of

depreciation and amortisation in Letica’s business

Earn-out Structure Earn-out Sensitivity ($m)

● Maximum earn-out payment of $150m (£120m1),

based on Letica’s financial performance during the

two years commencing 1 July 2017

● Maximum earn-out payment requires Letica to

achieve at least $201m (£160m1) of EBITDA over

the two-year period ending 1 July 2019

● No earn-out payments payable unless Letica

achieves over $140m (£112m1) EBITDA over the

two-year period ending 1 July 2019

● Earn-out payment to be accrued on a ratable basis

● Synergies to be included

● Continued employment of Anton and Mara Letica

for the two year earn-out period is a condition

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Acquisition criteria and Vision 2020 financial metrics

RPC acquisition criteria

● Strategic fit

● Strong incumbent management

● Financial track record

● Financial criteria:

− ROCE > WACC of RPC

− Quantifiable cost synergies

− Earnings accretion

− Impact on Group KPIs

Vision 2020 financial metrics

● RONOA of at least 20%

● Return on sales of at least 8%

Clear acquisition rationale and strategy

Strong incumbent management team remaining in place

Growing profitability from diversified geographic and product markets

Letica RONOA of >20%1,2

Letica ROS of >10%1

Letica business and financial benchmarking

Notes

1. Together with $5m (£4m) of pre-tax cost synergies and run-rate impact of incremental cost savings opportunities; FY ended 30 June 2016 (Letica)

2. RONOA calculated as adjusted operating profit divided by the average of opening and closing property, plant and equipment and working capital over the previous 12 months

ROCE1 ahead of WACC

Polymer purchasing, distribution optimisation, removal of overhead

and best practices

EPS accretion expected in first full financial year post acquisition

See below

Letica benchmarking

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Overview of acquisitions since 30 September 2016

Status Announced Completed Announced Completed Completed

Sales £359m2

(Jun 16A)

£171m3 (Dec 16E)

£81m (Feb 16A)

£51m3 (Dec 16E)

£52m (last reported)

End

markets

• Industrial

• Consumer

• Foodservice

• Waste storage • Industrial

• Consumer

• Pharma

• Personal care

• Industrial

• Chemical

• Personal care

• Consumer

Products

• Round and

non-round

containers

• Paper and plastic

cups and food trays

• Mobile and

stationary waste

storage containers

• Industrial and

consumer product

packaging

• Medical devices

• Pharma packaging

• Personal care

packaging

• Rigid plastic

packaging

• Components

• Closures

• Shrink film

Region North America Europe South Africa Europe Europe

Australia

Notes

1. Jagtenberg, Sanders and Synergy Packaging acquired since September 2016

2. FX rate: £1.00 = $1.25

3. ESE announced sales of €200m, Plastiape announced sales of €60m, FX rate: £1.00 = €1.17

Others1

Recently-announced acquisitions

Total consideration, excluding Letica, of c. £460 million allocated to acquisitions

representing an underlying EBITDA multiple below 8x (pre-synergies)

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Acquisition of ESE World B.V. Recently-announced acquisitions

Source: Company information

Mobile container

production site

R&D centre & assembly

for steel products

Markets with own

sales offices

Leading design and engineering company in temporary waste

solutions ● Europe’s largest “pure play” temporary waste storage solutions provider

with leading European market positions and a diversified customer base

● Well-known European brands include ESE, Citec, Multicom and PWS

● Manufacturing footprint includes one facility in France and one facility in

Germany, in addition to the R&D centre in Germany

● Employs c. 600 people of which c. 200 in sales and product

development

● Headquartered in Maastricht, Netherlands

● Acquisition rationale

– Strategic opportunity to acquire an established growth platform in European waste storage solutions market

– Enhances overall polymer procurement position

– Complementary business to RPC’s existing materials handling business

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Acquisition of Astrapak Recently-announced acquisitions

Source: Company information

LIMPOPO

GAUTENG

MPUMALANGA

KWAZULU

NATAL FREE STATE

NORTH WEST

NORTHERN

CAPE

WESTERN

CAPE

EASTERN

CAPE

Leading design and engineering company in South Africa using all

main conversion technologies - a ‘mini RPC’

● Leading, specialised manufacturer of rigid plastic products in South Africa

● Packaging solutions for petrochemical, cosmetics, personal care and food

industries

● Nine manufacturing plants across South Africa

● Employs c. 1,100 people

● Acquisition rationale

– Growth platform for fast-growing African continent

– Extension of RPC’s contact with a number of existing major international customers

– Scalable platform from which further organic and buy-and-build strategy can be initiated

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Acquisition financing structure

● £552m1 rights issue fully underwritten by Deutsche Bank, Jefferies and BofA Merrill Lynch

– 1 for 4 rights issue at 665p

– Discount to TERP: c. 32.2%

– Proceeds used to part fund upfront consideration for Letica ($490m / £391m)2,3 and reduce existing drawn debt following

acquisitions with a total c. £460m of enterprise value made in the second half of FY 2017

– Fundraising not conditional on completion of the Letica acquisition

– No shareholder approval required

● Target enlarged group leverage of c. 2.1x net debt / EBITDA4

● New $750m Bridge Facility to provide additional headroom for the enlarged group

Transaction structure and timetable

Notes

1. Net proceeds of c. £540m after expenses

2. Subject to customary adjustments

3. FX rate: £1.00 = $1.25

4. Defined as reported EBITDA before capitalisation of certain expenses, stock valuation policy adjustments and non-recurring / other costs

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Third quarter FY 2017

revenues increased

significantly compared to

the same period in FY 2016

due to the contribution of

acquisitions, the positive

effect of foreign exchange

changes during the period

and continued organic

growth, which was off-set by

polymer price reductions

passed on to customers

The fourth quarter of FY

2017 has started well

Adjusted operating profit

was significantly ahead of

the same period in FY 2016,

and better than

management expectations,

benefiting from organic

growth, the contribution of

acquisitions, realisation of

synergies, the easing of the

polymer price headwind as

well as a foreign exchange

translation benefit

The GCS and BPI

businesses continued to

perform well with

acquisition-related

synergies in line with

expectations, and the Group

achieved good cash flow

development in the third

quarter

Update on trading and prospects RPC Trading Update

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Transaction timetable Transaction structure and timetable

Announcement of the Acquisition and Rights Issue [25 January 2017]

Record Date for Rights Issue [1 February 2017]

General Meeting to approve Rights Issue [6 February 2017]

Admission and commencement of dealings in Nil Paid Rights, on the London Stock Exchange [7 February 2017]

Deadline for acceptance of Rights Issue [21 February 2017]

Commencement of dealing in New Ordinary Shares fully paid [22 February 2017]

Expected date of completion of Acquisition By the end of March 2017

Lead Financial Advisor and Sponsor Wells Fargo and Rothschild

Joint Global Co-coordinators and Joint Bookrunners Deutsche Bank; [ ]

Joint Financial Advisor and Joint Bookrunner Deutsche Bank; [ ]

Expected Timetable and Rights Issue Summary

Record Date for Rights Issue 7 February 2017

Announcement of the Acquisition and Rights Issue 9 February 2017

Prospectus Published 9 February 2017

Admission and commencement of dealings in Nil Paid Rights on the London Stock Exchange 10 February 2017

Deadline for acceptance of Rights Issue 24 February 2017

Announcement of Rights Issue Take Up and Rump Placing 27 February 2017

Commencement of dealing in New Ordinary Shares fully paid 27 February 2017

Expected date of completion of Acquisition By the end of March 2017

Financial Advisor on Letica Acquisition Wells Fargo Securities

Financial Advisor on the Financing and Sponsor Rothschild

Joint Global Coordinators and Underwriters Deutsche Bank and Jefferies

Co-bookrunner and Underwriter BofA Merrill Lynch

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

119 Appendix

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

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Balanced end markets characterised by attractive growth dynamics Letica: Strong positions in attractive markets

Source: Letica Management information

Notes

1. Stated financials and percentage of sales by end market as of FY ended 30 June 2016 (Letica); end market sales figures rounded and exclude Letica’s distribution business (<1% Letica sales)

End Market

Share of Sales FY 20161

Total Reported Sales: $450m

Representative Customers

Selected Products

Main Sub-segments

Foodservice

29%

● Paper cups and trays

● Plastic cups

● Lids and drink sleeves

● Beverage and foodservice

distribution

● Quick service and fast

casual restaurants

● Convenience stores

Food

14%

● Round containers

● Non-round containers

● Lightweight containers

● Lids

$60m

● Food storage

● Pet food

● Spices and seasonings

● Condiments

Chemical

7%

● UN containers

● Lids

$30m

● Lubricants

● Pool and specialty

chemicals

● Pesticides

Retail

and Other

11%

● Round containers

● Non-round containers

● Lids

$50m

● Big box stores

● Sport goods

● Distribution

Building and

Construction

40%

● Round containers

● Non-round containers

● Lids

● Gypsum

● Paint and coatings

● Adhesives

● Asphalt

● Sealants

$180m $130m

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

121

Deep relationships with broad and diversified customer base Letica: Strong positions in attractive markets

Customer Diversification (2016)1

Top 20

62%

#112%

#2 - 1034%

#11 - 2016%

Other38%

● Broad portfolio of c. 750 customers

distributed across a range of end

markets and channels

− c. 600 Rigid Packaging

− c. 150 Foodservice Packaging

● Balanced mix of large, blue-chip

companies and smaller, regional

relationships

● Primary supplier to its largest customers

● Dedicated salesforce and customer

service representatives at each plant

● Average top-ten Rigid Packaging

customer tenure of >20 years

● Average top-ten Foodservice Packaging

customer tenure of >14 years

Customer Classifications (2016)

National 64%

Regional26%

Distributor10%

Source: Letica Management information

Notes

1. Stated financials and percentage of sales as of FY ended 30 June 2016, excludes Letica’s distribution business (<1% Letica sales)

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

122

● Injection Moulding

● In-mould Labeling

● Heat Transfer Labeling

● Thermoforming

● Sheet Extrusion

Production and

Design Capabilities

● Flow-in-Gasket

● Offset Printing

● Paper Forming

● Flexographic Printing

Technology, process and manufacturing expertise across a broad product portfolio Letica: Strategic platform for continued growth and investment

Representative

Products

Source: Letica Management information

Number of Product

Configurations

Products and Sizes

● Round Containers and Lids: 4 - 7 gallon

● Non-round Containers and Lids: 1 quart - 3.5 gallon

● UN Containers: 4 - 7 gallon

● Lightweight Containers: 8 - 160 ounce

● Paper Cups: 4 - 44 ounce

● Plastic Cups: 7 - 64 ounce

● Paper Food Containers: 5 - 32 ounce

● Plastic Food Containers: 6 - 160 ounce

● Lids: 4 - 160 ounce

Rigid Packaging Foodservice Packaging

100+ 150+

RPC Group Plc

Acquisition of Letica and Fully-underwritten Rights Issue

123

● Network of 13 owned, non-union,

manufacturing facilities in 11 states

− Strategically located near key

customers and end markets

● Approximately 1.7 million sq. ft.

manufacturing (40%) and warehouse

(60%) footprint

● Over $110 million (£88m1) dedicated

to capital equipment and tooling

purchases over the last 10 years

● High degree of automation

● Integrated distribution network

handles c. 80% of deliveries to

customers

− 400+ fleet of tractors and trailers

− 122 non-unionised drivers

− 99.6% on-time delivery rate

− 48-state authority

Well-capitalised footprint with capacity to grow

Letica: Manufacturing footprint in the U.S.

Letica

Existing RPC

Letica Manufacturing Footprint Enlarged RPC

N.A. Sales by destination1

Today With Letica

c. $280m

c. $730m

● Expected to more than double

RPC’s N.A. revenues

● Continued opportunities for organic

growth in both rigid and foodservice

segments

● Complementary to RPC’s current

injection and blow moulding

operations in N.A.

Letica Operations

Source: Letica Management information

Notes

1. FX rate: £1.00 = $1.25; 2015/16 sales by destination, to include a full year of announced acquisitions

% of

RPC Sales c. 8% c. 18%

Letica HQ/Tech Center