BROADENING LEADERSHIP IN SUSTAINABLE PACKAGING SYSTEMS AND SOLUTIONS

ACQUISITION OF SCHOLLE IPN

1 February 2022

DISCLAIMER

The information contained in this presentation is not for use within any country or jurisdiction or by any persons where such use would constitute a violation of law. If this applies to you, you are not authorized to use any such information. This presentation may contain "forward-looking statements" that are based on our current expectations, assumptions, estimates and projections about us and our industry. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "may", "will", "should", "continue", "believe", "anticipate", "expect", "estimate", "intend", "project", "plan", "will likely continue", "will likely result", or words or phrases with similar meaning. Undue reliance should not be placed on such statements because, by their nature, forward-looking statements involve risks and uncertainties, including, without limitation, economic, competitive, governmental and

technological factors outside of the control of SIG Combibloc Group AG ("SIG", the

"Company" or the "Group"), that may cause SIG's business, strategy or actual results to differ materially from the forward-looking statements (or from past results). For any factors that could cause actual results to differ materially from the forward-looking statements contained in this presentation, please see our offering circular for the issue of Notes in June 2020. Nothing contained in this presentation is or should be relied upon as a promise or representation as to the future. It is up to the recipient of the presentation to make its own assessment as to the validity of such forward- looking statements and assumptions.

The information contained in the presentation does not purport to be comprehensive. SIG undertakes no obligation to publicly update or revise any information contained herein or forward-looking statements, whether to reflect new information, future events or circumstances or otherwise. It should further be noted, that past performance is not a guide to future performance.

Please also note that interim results are not necessarily indicative of the full year results. Persons requiring advice should consult an independent adviser. While we are making great efforts to include accurate and up-to-date information, we make no representations or warranties, expressed or implied, and no reliance may be placed by any person as to the accuracy and completeness of the information provided in this presentation and we disclaim any liability for the use of it. Neither SIG nor any of its directors, officers, employees, agents, affiliates or advisers is under an obligation to update, correct or keep current the information contained in this presentation to which it relates or to provide the recipient of it with access to any additional information that may arise in connection with it and any opinions expressed in this presentation are subject to change.

The presentation may not be reproduced, published or transmitted, in whole or in part, directly or indirectly, to any person (whether within or outside such person's organization or firm) other than its intended recipients. The attached information is not an offer to sell or a solicitation of an offer to purchase any security in the United States or elsewhere and shall not constitute an offer, solicitation or sale of any

2 FEBRUARY 2022

securities of SIG in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or investment decision. No securities may be offered or sold within the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from any issuer of such securities and that will contain detailed information about us. Any failure to comply with the restrictions set out in this paragraph may constitute a violation of the securities laws of any such jurisdiction.

This presentation is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. This presentation constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement

In this presentation, we utilise certain alternative performance measures including, but not limited to, EBITDA, adjusted EBITDA, core revenue, adjusted net income, adjusted earnings per share, net capital expenditure, free cash flow, ROCE and cash conversion that in each case are not recognised under International Financial Reporting Standards ("IFRS"). These alternative non-IFRS measures are presented as we believe that they and similar measures are widely used in the markets in which we operate as a means of evaluating a company's operating performance and financing structure. Our definition of and method of calculating the measures stated above may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS, as issued by the IASB or other generally accepted accounting principles, are not measures of financial condition, liquidity or profitability and should not be considered as an alternative to profit from operations for the period or operating cash flows determined in accordance with IFRS, nor should they be considered as substitutes for the information contained in our consolidated financial statements

EBITDA is defined as profit or loss before net finance expense, income tax expense, depreciation of property, plant and equipment and right-of-use assets, and amortisation of intangible assets.

Adjusted EBITDA is defined as EBITDA adjusted to exclude certain non-cash transactions and items of a significant or unusual nature including, but not limited to, transaction- and acquisition-related costs, restructuring costs,

unrealised gains or losses on derivatives, gains or losses on the sale of non- strategic assets, asset impairments and write-downs and share of profit or loss of joint ventures, and to include the cash impact of dividends received from joint ventures.

Adjusted net income is defined as profit or loss adjusted to exclude certain items of significant or unusual nature, including, but not limited to, the non-cash foreign exchange impact of non-functional currency loans, amortisation of transaction costs, the net change in fair value of financing-related derivatives, purchase price allocation ("PPA") depreciation and amortisation, adjustments made to reconcile EBITDA to adjusted EBITDA and the estimated tax impact of the foregoing adjustments. The PPA depreciation and amortisation arose due to the acquisition accounting that was performed when the Group was acquired by Onex in 2015. No adjustments are made for PPA depreciation and amortisation other than in connection with the Onex acquisition.

Adjusted EBITDA and adjusted net income are not performance measures under IFRS, are not measures of financial condition, liquidity or profitability and should not be considered as alternatives to profit (loss) for the period, operating profit or any other performance measures determined or derived in accordance with IFRS or operating cash flows determined in accordance with IFRS.

Additionally, adjusted EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not take into account certain items such as interest and principal payments on our indebtedness, working capital needs and tax payments. We believe that the inclusion of adjusted EBITDA and adjusted net income in this presentation is appropriate to provide additional information to investors about our operating performance to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Because not all companies calculate adjusted EBITDA, core revenue, adjusted net income and other alternative performance measures in this presentation identically, they may not be comparable to other similarly titled measures in other companies.

For additional information about alternative performance measures used by management that are not defined in IFRS, including definitions and reconciliations to measures defined in IFRS, the change in our calculation methodology for constant currency and a definition of like-for-likegrowth rates please refer to these links:https://reports.sig.biz/annual-report-2020/services/glossary.htm;https://www.sig.biz/investors/en/performance/historical-financial-statementsl

Some financial information in this presentation has been rounded and, as a result, the figures shown as totals in this presentation may vary slightly from the exact arithmetic aggregation of the figures that precede them

3 FEBRUARY 2022

OUR AGENDA AND PRESENTERS FOR TODAY

1. Strategic rationale

Samuel Sigrist

2. Scholle IPN: Leader in sustainable packaging

Ross Bushnell

3. Financials

Frank Herzog

4. Concluding remarks

Samuel Sigrist

5. Q&A

Samuel Sigrist,

Frank Herzog

Samuel Sigrist

Chief Executive Officer, SIG

Frank Herzog

Chief Financial Officer, SIG

Ross Bushnell

Chief Executive Officer, Scholle IPN

4 FEBRUARY 2022

TRANSACTION OVERVIEW

Overview

Consideration

Earn-out

Governance

Planned financing

Closing

  • SIG to acquire 100% of Scholle IPN
  • Leading innovator in solutions for sustainable packaging, with LTM Dec 21 sales of €474M (~19% adj. EBITDA margin) & ~2,100 employees
  • Enterprise value of €1.36BN; equity value of €1.05BN, funded through 33.75M newly issued SIG shares and €370M cash
  • 14.5x FY21A adjusted EV/EBITDA, or 12.2x FY21A adjusted EV/EBITDA incl. run-rate cost synergies (€17M)
  • Earn out contingent upon superior value creation by Scholle IPN outperforming the top end of SIG medium term growth guidance range
  • Payments gradually increasing up to €89M p.a. for 2023 to 2025 with growth outperformance between 6%-11.5%
  • Laurens Last, owner of Scholle IPN, will become the largest single shareholder in SIG with a 9.1% shareholding on a diluted basis
  • Laurens Last to be nominated for election to the Board of Directors of SIG at the forthcoming 2022 AGM
  • Fully committed bridge financing facility secured for cash consideration and debt refinancing
  • Capital increase of €200 - 250M achieve pro-forma ND/EBITDA of ~3.25x (YE 2021), commitment to mid-term leverage towards ~ 2x
  • Expect to close by Q2 / Q3 2022
  • Subject to customary closing conditions

5 FEBRUARY 2022

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SIG Combibloc Group Ltd. published this content on 01 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 February 2022 08:41:03 UTC.