Graphic Packaging to Acquire AR Packaging

Inspired Packaging. A World of Difference.

Graphic Packaging to Acquire AR Packaging Enhancing Global Position in Sustainable Fiber-Based Consumer Packaging

MAY 14, 2021

©2021 Graphic Packaging International 2

Any statements of the Company's expectations in this presentation, including but not limited to the timing and terms for the

acquisition of AR Packaging and its projected revenue and EBITDA, as well as projected synergies, cost savings and EBITDA

growth, constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such

statements are based on currently available information and are subject to various risks and uncertainties that could cause

actual results to differ materially from the Company's present expectations. These risks and uncertainties include, but are not

limited to, inflation of and volatility in raw material and energy costs, continuing customer pressure for lower cost products, the

Company’s ability to implement its business strategies, including productivity initiatives, cost reduction plans, and integration

activities, as well as the Company’s debt level, currency movements and other risks of conducting business internationally, the

impact of regulatory and litigation matters, including the continued availability of the Company's net operating loss offset to

taxable income. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of

the date on which they are made and the Company undertakes no obligation to update such statements, except as required by

law. Additional information regarding these and other risks is contained in the Company's periodic filings with the SEC.

FORWARD LOOKING STATEMENTS

Michael DossPresident and Chief Executive Officer

Stephen Scherger EVP and Chief Financial Officer

Vision 2025 Pillars

4

BUILDING A GLOBAL LEADER IN SUSTAINABLE FIBER-BASED CONSUMER PACKAGING

©2021 Graphic Packaging International

Vision 2025 Goals

~$10BSales

18-20%ADJ. EBITDA Margin

10-12%ROIC

$2.00+ADJ. EPS

2.5 - 3.0xLeverage Ratio

Partners

Grow With the Best Customers in the Best Markets

Profit

Generate Superior Returns

People

Engage Employees in a High-PerformanceCulture

Planet

Leverage Sustainability Profile & Reduce Environmental Impact


AR PACKAGING ACQUISITION EXPANDS PRESENCE IN ATTRACTIVE EUROPEAN MARKET, DRIVES TO VISION 2025 GOALS

Establishes Compelling Position

in Attractive European Market, that is Driving Global Sustainable Packaging Trends

Expands Market Participation

with Expansion into High Growth Segments

Strengthens Innovation Capabilities

with Broader Set of Products and Customer Solutions

Enhances Global Financial Platform

to Drive Long-Term Value Creation for All Stakeholders


TRANSACTION SUMMARY

(1) Assumes 1.21 Euro FX Rate(2) Represents expected contributions for sales, Adjusted EBITDA and synergies

▪ ~$1.45B cash transaction

▪ $1.1B Sales

▪ $160M Adjusted EBITDA

▪ $40M total synergies over 36 months post closing

▪ ~9x pre-synergy, ~7x post-synergy transaction multiple

▪ Immediately accretive to EPS and cash flow

Transaction Structure

& Consideration(1,2)

Timing &

Approvals

▪ Unanimously approved by Board of Directors of both companies

▪ Expected close in 4-6 months, subject to regulatory approvals and customary closing conditions

▪ Experienced management teams with proven history of execution in innovation and successfully

integrating acquisitions


AR PACKAGING: PREMIER EUROPEAN, SUSTAINABLE PACKAGING PROVIDER WITH HIGHLY COMPLEMENTARY OFFERING

~5,000 people

across 30

converting facilities

25Europe

5ROW

Expected

Financials(1)$1.1B

Sales

$160MAdj. EBITDA

#2 position in

Europe folding

carton market

Headquartered

in Lund, Sweden

26%

22%

52%

Healthcare/Beauty

Consumer

Food

$1.1B

Consumer Healthcare / Beauty

Food

(1) Assumes 1.21 Euro FX Rate

EUROPE: LEADING GLOBAL SUSTAINABLE PACKAGING ADOPTION

The world’s ten most green countries are in Europe(1)

8

Stringent sustainable packaging policies and single-use plastic directive

Policy is supported by vibrant NGOs, sustainability experts and Europe-domiciled global CPGs

Local autonomy and cultural complexity creates multiple solutions – best practices can be leveraged

Ambitious regulatory targets support sustainability trends including 2050 net zero commitment, ambitious recycling targets,

and zero pollution and food waste ambitions

New product launches with ethical claims are five times higher in Europe than North America

European consumers demand sustainable solutions

(1) Source 2020 Environmental Performance Index



EXPANDED GLOBAL SCALE IN GROWING PACKAGING MARKETS

AR Packaging Graphic Packaging

Europe

⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫ ⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫⚫

1370648_1.wor

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Indonesia

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1370648_1.wor

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Nigeria

Strong Pro Forma European Footprint

• 37 Facilities

• 13 Countries

Increases Europe sales from 12% to 22%

• ~$2B(1) in sales

Optionality to optimize converting

network

Minimal customer overlap


Gateshead

Leeds

Bardon

Bristol

Winsford

Portlaoise

Santander Igualada

Masnières

Bremen

Sneek

Hoogerheide

~780K total paperboard tons converted

~240K integrated tonsTimashevsk

St. Petersburg

Ingerois

TabasaluTibro

Halmstad

Lund

Berlin

Magdeburg

Hannover

Krakov

Poznan

Istra

Frankfurt

Rotherham

Highbridge

Cholet

Munich

Augsburg

St Gallen

Graz

AachenCambridge


COMPLEMENTARY BUSINESSES WITH ADDITION OF GROWING SEGMENTS

Food 41%

Foodservice17%

Consumer20%

Beverage 18%

Healthcare/Beauty4%

Food 39%

Foodservice20%

Consumer20%

Beverage 21%

$6.6B $7.9B

2020 Sales by End Markets 2020 Pro Forma(1,2) Sales by End Markets

(1) Includes Americraft Acquisition; (2) Assumes 1.21 Euro FX Rate

11

COMPLEMENTARY CAPABILITIES CREATES INNOVATION POWERHOUSE


Greater scale enables increased investment in R&D, driving innovation learnings to

support customers worldwide and drive organic growth

Combined Innovation Capabilities to Benefit Global Customers

MAP Trays and

Barrier Materials

Molded Fiber

Capabilities

Paperboard FormingPremiumization

Sealing Machinery

Systems

Plastic Substitution

Material Science Barrier Coatings R&D Engineering

Cooking Solutions Strength Packaging

Child Resistant

Packaging


ALIGNED CULTURES WILL CONTRIBUTE TO VALUE CREATION

Shared focus on sustainability goals to improve manufacturing impact on global communities

Initiatives support positive environmental impacts and customer ESG aspirations

Sustainability

Driven

Focused on creating differentiated, winning customer experiences

Valued partners across industry

Customer

Dedication

Management execution experience supports seamless integration

Focused on operational continuity and customer connectivity

Operate as separate companies until close

Integration

Expertise

Two best-in-class workforces with deep industry knowledge

Lean organizations

Strong cultures dedicated to quality, teamwork and corporate responsibility

People

Focused

Two highly-complementary, fiber-based consumer packaging providers with aligned, customer-focused

cultures will drive successful integration and long-term value creation


TRANSACTION FINANCIAL SUMMARY


(2) Represents expected contributions for Adjusted EBITDA and synergies.

▪ ~$1.45B cash transaction

▪ $160M Adjusted EBITDA

▪ ~9x pre-synergy, ~7x post-synergy transaction multiple

▪ Immediately accretive to EPS and cash flow

Transaction

Summary(1,2)

$40M

Total Synergies

Over 36 Months(1,2)

▪ $30M in cost synergies

➢ Converting network optimization, board integration, procurement savings, SG&A cost

reductions

▪ $10M in incremental EBITDA from organic sales growth

▪ 2021 year-end pro forma leverage of ~4.2x

▪ ~3.5x by year-end 2022

▪ ~3.0x by year-end 2023

▪ Vision 2025 leverage goal: 2.5x – 3.0x

Significant Cash

Flow to Drive

Stakeholder Returns

Additional Sales

Opportunities

▪ Drive Graphic Packaging products / machinery to existing AR Packaging customer base

– Plastic Replacement, Cooking Solutions, Strength Packaging

▪ Expand AR Packaging products / machinery to existing Graphic Packaging customer base

– Premium Packaging, Food Systems, Composite Cans

14

ADVANCING TOWARDS VISION 2025 GOALS


$0

$1

$2

$3

$4

$5

$6

$7

$8

$9

$10

2021 Consensus AR Packaging +Americraft

2021 Pro Forma 2025E

Sales Adjusted EBITDA

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

$1.80

2021GuidanceMidpoint

2021 ProForma

2%Vol/MixCAGR

CapexInvestment

Returns

Net Prod. /SynergyCapture

2025E

$1.12

$1.3$0.10+

$0.12+$0.10+

$1.6-1.7

$6.9

$1.3 $8.2

~$9.0

(1) Includes AR Packaging and Americraft


(3) Includes Kalamazoo CRB optimization project and Texarkana SBS/CUK swing machine investment

(1, 2)

(1)

EBITDA

Margins16% 16% 18%+

Sustainability supported organic growth, returns on strategic capital investments, net productivity and

synergy capture will drive significant sales and EBITDA growth aligned with Vision 2025

(Bill

ions)

(Bill

ions)

2%

Vol/Mix

CAGR

(3)


GRAPHIC PACKAGING + AR PACKAGING: DELIVERING SUSTAINABLE FIBER-BASED CONSUMER PACKAGING SOLUTIONS AROUND THE WORLD

Establishes Compelling Position

in Attractive European Market, that is Driving Global Sustainable Packaging Trends

Expands Market Participation

with Expansion into High Growth Segments

Strengthens Innovation Capabilities

with Broader Set of Products and Customer Solutions

Enhances Global Financial Platform

to Drive Long-Term Value Creation for All Stakeholders

Well-positioned to provide solutions to meet customer sustainability goals,

enable increased investment in innovation and drive stakeholder value

Graphic Packaging to Acquire AR Packaging

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