Mr. John Glynn reports

RICHARDS PACKAGING INCOME FUND ANNOUNCES PROPOSED CONVERSION TO A CORPORATION

Richards Packaging Income Fund has proposed a conversion from an unincorporated, open-ended, limited-purpose trust to a corporation incorporated under the Business Corporations Act (Ontario) named Richards Group Inc. (new PubCo) pursuant to a statutory plan of arrangement under the OBCA and subject to the terms and conditions set forth in an arrangement agreement entered between the fund and new PubCo dated Oct. 2, 2025.

Background and recommendation of the board of trustees

The fund is an unincorporated, open-ended, limited-purpose trust established under the laws of the Province of Ontario. The principal considerations in favour of converting the fund to a corporation are to expand the Richards Group investor base, simplify the capital structure to one that is more generally accepted and understood by global investors, and remove inherent limits on capital deployment created by the fund's income fund structure.

After due consideration of available information and financial, legal and accounting advice and after considering their duties and responsibilities to the holders of trust units and special voting units of the fund, the trustees of the fund unanimously concluded on Oct. 2, 2025, that the plan is in the best interests of the fund and fair to the holders of units and special voting units, and resolved to recommend that unitholders vote in favour of the plan.

Planned corporate conversion

Pursuant to the plan, holders of units will receive one common share in the capital of new PubCo for each unit held. Following the completion of the plan, the fund is intended to be terminated, and new PubCo will effectively own and control all of Richards Packaging's business and assets in place of the fund.

It is anticipated that, prior to the record date for the special meeting of unitholders to be held in connection with the plan, holders of exchangeable shares of the fund's subsidiary, Richards Packaging Holdings Inc., will transfer their exchangeable shares to the fund in exchange for the issuance of units, following which such exchangeable shares held by the fund will be converted to common shares of RPH, and each of the issued and outstanding special voting units previous issued to the exchangeable shareholders will be cancelled. Accordingly, it is expected that only units will be voted at the special meeting.

Shortly following the effective date of the plan, the common shares of new PubCo are expected to commence trading on the Toronto Stock Exchange under a trading symbol to be determined by the fund.

The board of directors of new PubCo will be composed of the current trustees of the fund, and management of new PubCo will be composed of the current management of the fund.

Security-based compensation plan

In connection with the plan, each outstanding deferred share unit issued by the fund to certain trustees, to the extent it has not been settled as of the effective date, shall be exchanged for one deferred share unit issued by new PubCo. Such replacement DSUs are expected to be governed by the terms and conditions of a security-based compensation plan to be adopted by new PubCo, subject to approval of the new PubCo equity incentive plan by the Toronto Stock Exchange and unitholders.

Unitholder approval

The plan will be subject to the approval of the unitholders to be sought at the special meeting. The plan must be approved by at least 66-2/3rds per cent of the votes cast by unitholders voting in person or by proxy at the special meeting. Additionally, the plan is subject to the satisfaction of certain customary conditions, including the receipt of applicable regulatory approvals, court approval and TSX approval. In November, 2025, unitholders entitled to receive notice of and vote at the special meeting will receive, by mail or notice and access, an information circular in respect of the special meeting. Subject to the receipt of applicable approvals, the plan is expected to be effective before Dec. 31, 2025. Complete details of the terms of the plan and a copy of the arrangement agreement will be provided in the information circular to be made available and filed on SEDAR+.

At the special meeting and in accordance with the policies of the TSX, unitholders will also be asked to approve the new PubCo equity incentive plan, the form of which will be included in the information circular. The new PubCo equity incentive plan must be approved by at least a majority of the votes cast by unitholders voting in person or by proxy at the special meeting.

About Richards Packaging Income Fund

The fund owns Richards Packaging Inc., which, since 1912, has served a wide customer base of over 24,000 health care, cosmetic, food and beverage, and other enterprises. Richards has over a century of rich history as a packaging distributor, and, over the past decade, has evolved a medical device and supply operation that now drives the majority of the business.

We seek Safe Harbor.