
			C.			REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.


			D.			RISK FACTORS

The risks described below, as well as other information set forth in this Annual Report on Form 20-F, including the “Management’s Discussion and Analysis of Financial Conditions” and “Results of Operations” sections and the consolidated financial statements and related notes, should be carefully considered. If any of the risks and uncertainties described below actually occur or continue to occur, our business, sales, profitability, results of operations, financial condition, competitiveness, costs, expenses, liquidity, market share, brand, reputation and/or share price may be impacted.

Moreover, the risks below are not the only risk factors we face and additional risks that are unknown to us or that we consider to be immaterial may become material at any time.

STRATEGIC AND OPERATIONAL RISKS

There can be no assurance that the Acquisition of the Company by the Purchaser will be successfully completed on the terms or timetable currently contemplated or at all.

On March 7, 2022, the Company entered into a definitive agreement (the “Arrangement Agreement”) to be acquired by 1351693 B.C. Ltd. (the “Purchaser”), an affiliate of Clearlake Capital Group, L.P. Under the terms of the Arrangement Agreement, the Purchaser agreed to acquire all of the outstanding shares of the Company for CDN$40.50 per share in an all-cash transaction valued at approximately US$2.6 billion, including net debt (the “Acquisition”). Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the Toronto Stock Exchange ("TSX"). The Acquisition, which will be effected pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act, is expected to close in the third quarter of 2022. The Acquisition is not subject to a financing condition but is subject to customary closing conditions, including receipt of shareholder, regulatory and court approvals.

No assurance can be given that the Acquisition of the Company by the Purchaser will be completed when expected, on the terms set forth in the Arrangement Agreement or at all. The consummation of the Acquisition is subject to the satisfaction or waiver of certain closing conditions, including, among others: receipt of shareholder, regulatory and court approvals. In addition, the obligation of the parties to complete the Acquisition is subject to certain other conditions, including (a) subject to the standards set forth in the definitive agreement, the accuracy of the representations and warranties of the Purchaser and the Company and (b) compliance of the Purchaser and the Company with their respective covenants in all material respects. There can be no assurance that the conditions to closing will be satisfied or waived or that other events will not intervene to delay or prevent the closing of the Acquisition.

Whether or not the Company completes the Acquisition, it has incurred, and will continue to incur, significant costs in connection with the Acquisition, including legal and other professional advisor fees and expenses. Additional costs, some of which may be unanticipated, may continue to be incurred following the closing of the Acquisition. These expenses would affect the Company's results of operations in the period in which such expenses are recorded or its cash flow in the period in which such costs are actually paid. In addition, the diversion of the attention of the management team from their day-to-day operations as a result of the Acquisition could have an adverse effect on the operations of the Company prior to closing of the Acquisition. In addition, if the Acquisition is not completed, and there are no other parties willing and able to acquire the Company for total consideration of CDN$40.50 per share or higher, on terms acceptable to the Company, the price of the Company's common shares will likely decline to the extent that the current market price of its common shares reflects an assumption that the Acquisition will be completed.

A material delay in closing, and any material change in transaction terms (financial or otherwise) or a failure to complete the Acquisition could have a negative impact on the Company's business, results of operations, cash flows and financial position and on the trading price of its common shares.

For a copy of the Arrangement Agreement, see Exhibit 4.9 to this Form 20-F.

The announcement and pendency of the Acquisition of the Company by the Purchaser may adversely affect the Company’s business, results of operations and financial condition.

Uncertainty about the effect of the Acquisition on the Company may have an adverse effect on the Company’s business, results of operation and financial condition. These risks to the Company’s business include the following, all of which could be exacerbated by a delay in the completion of the Acquisition:

•the impairment of the Company’s ability to attract, retain, and motivate its employees, including key personnel;

•the diversion of significant management time and resources towards the completion of the Acquisition that could otherwise have been devoted to pursuing other beneficial opportunities for the Company;

•difficulties maintaining relationships with customers, suppliers, and other business partners;

•delays or deferments of certain business decisions by the Company’s customers, suppliers, and other business partners;

•the inability to pursue alternative business opportunities or make appropriate changes to the Company’s business because the Arrangement Agreement requires the Company to conduct its business in the ordinary

course of business consistent with past practice and not engage in certain kinds of transactions prior to the completion of the Acquisition;

•potential litigation relating to the Acquisition and the costs related thereto; and

•the incurrence of significant costs, expenses, and fees for professional services and other transaction costs in connection with the Acquisition.

The Company’s shareholders will no longer hold an interest in the Company following the Acquisition.

Following the Acquisition, the Company’s shareholders will no longer hold any common shares of the Company and will forego any future increase in value that might result from future growth and the potential achievement of the Company’s long-term plans.

The Company’s ability to achieve its growth objectives depends in part on the timing and market acceptance of its new products and its improved products, as well as its strategic acquisitions and capital expenditure initiatives proving to have the positive effects contemplated in the Company’s growth objectives.

The Company’s business plan includes the introduction of new products and the improvement of existing products, which are both developed internally and obtained through acquisitions. The Company’s ability to introduce these products successfully depends on the demand for the products, as well as their price, quality, and related customer service. In the event the market does not fully accept these products, or competitors introduce similar or superior products (or products perceived by the market to be similar or superior), the Company’s ability to expand its markets and generate organic growth could be negatively impacted which could have an adverse effect on its operating results.

In addition, the Company’s business plan and growth objectives contain certain goals based on potential acquisitions and capital expenditures. The Company cannot provide any assurances that it will be able to: identify future strategic acquisitions and adequately conduct due diligence; consummate these potential acquisitions on favorable terms, if at all; or if consummated, successfully integrate the operations and management of future acquisitions. Similarly, for potential capital expenditure projects (including any greenfield developments): we may be unable to identify positive projects; actual costs may exceed expected costs for such projects; we may be unable to complete such projects in a timely manner, if at all; such projects may require substantial capital that we are unable to obtain on favorable terms, if at all; such projects may require numerous governmental permits and approvals, and we may be unable to obtain such permits and approvals in a timely manner and at a reasonable cost, if at all; such projects may not yield the expected benefits; and the Company’s ~~2018~~2021 Credit Facility’s1 covenants may limit our ability to develop such projects.

For a further description of the risks related to the Company’s acquisitions, see “Risk Factors – Acquisitions could expose the Company to significant business risks.” For a further description of the risks related to the Company’s ~~2018~~2021 Credit Facility, see “Risk Factors – The Company’s ~~2018~~2021 Credit Facility contains covenants that limit its flexibility and prevent the Company from taking certain actions.”

The Company’s manufacturing facility rationalization initiatives, manufacturing cost reduction programs and capital expenditure projects may result in higher costs and less savings than anticipated.

The Company has implemented several manufacturing facility rationalization initiatives, manufacturing cost reduction programs and capital expenditure projects. Certain of these have not been, and others may not in the future be, completed as planned. As a result, the costs and capital expenditures incurred by the Company have in certain instances substantially exceeded, and may in the future substantially exceed, projections. In addition, the timing for achieving cost reductions has sometimes been, and may in the future be, later than expected. This could potentially result, and has in certain instances resulted, in additional debt incurred by the Company, increased costs, reduced profits, or reduced production. In addition, the anticipated manufacturing cost savings may be less than expected or may not materialize at all.

1 The "2021 Credit Facility" refers to the Company's five-year, $600 million credit facility with a syndicated lending group. For a further description of the 2021 Credit Facility see "Business Overview –2021 - Other Significant Events.” For a copy of the 2021 Credit Facility Agreement, see Exhibit 4.8 to this Form 20-F.

Acquisitions by the Company could expose the Company to significant business risks.

The Company has made and may continue to make strategic acquisitions that could, among other goals, complement its existing products; expand its customer base, range of products, production capacity and/or markets; improve distribution efficiencies; lower production costs; and/or enhance its technological capabilities. As with all acquisitions, there are business risks to which the Company is exposed as a result, including but not limited to financial and operating risks.

Financial risks from these acquisitions include: (a) the use of the Company’s cash resources; (b) paying a price that exceeds the future value realized from the acquisition; (c) potential known and unknown liabilities of the acquired businesses, as well as contractually-based time and monetary limitations on a seller’s obligation, or the related insurer’s contractual obligation if representation and warranty insurance is purchased, to indemnify the Company for such liabilities; (d) the incurrence of additional debt; (e) the dilutive effect of the issuance of any additional equity securities the Company issues as consideration for, or to finance, the acquisition; (f) the financial impact of incorrectly valuing goodwill and other intangible assets involved in any acquisitions; (g) potential future impairment write-downs of goodwill and indefinite-life intangibles and the amortization of other intangible assets; (h) possible adverse tax and accounting effects; and (i) the risk that the Company incurs substantial amounts purchasing these manufacturing facilities and assumes significant contractual and other obligations with no guaranteed levels of revenue or that the Company may have to close or sell acquired facilities at the Company's cost, which may include substantial employee severance costs and asset write-offs.

Further, there are possible operational risks including: difficulty assimilating and integrating the operations, products, technology, information systems and personnel of acquired companies; losing key personnel of acquired entities; entry into geographic and/or product markets in which the Company has no or limited prior experience; diversion of management’s attention; compliance with a different jurisdiction’s laws; failure to obtain or retain intellectual property rights for certain products; and difficulty honoring commitments made to customers of the acquired companies prior to the acquisition. The Company may incur significant acquisition, administrative and other costs in connection with these transactions, including costs related to the integration of acquired businesses. These acquisitions could expose the Company to significant integration risks and increased organizational complexity, including more complex and costly accounting processes and internal controls, which may challenge management and may adversely impact the realization of an increased contribution from said acquisitions. In addition, while the Company executes these acquisitions and related integration activities, management's attention may possibly be diverted from ongoing operations and/or future strategic planning, which may have a negative impact on the business. The failure to adequately anticipate and address these risks could adversely affect the Company’s business and financial performance.

Although the Company performs due diligence investigations of the businesses and assets that it acquires, and anticipates continuing to do so for future acquisitions, there may be liabilities related to the acquired business or assets that the Company fails to, or is unable to, uncover during its due diligence investigation and for which the Company, as a successor owner, may be responsible. We, along with third party advisors, typically perform due diligence on such risks when we purchase targets. Such diligence may, however, be deficient or the potential liabilities may be difficult or impossible to identify in diligence. When feasible, the Company seeks to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price, and/or by purchasing representation and warranty insurance. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor, or other reasons.

Some of our recent acquisitions involve, and potential future acquisitions may involve, operations outside of the US which are subject to various risks including those described in “Risk Factors – The Company faces risks related to its international operations.”

The Company may be unable to realize anticipated cost and revenue synergies and expects to incur substantial expenses related to acquisitions, which could have an adverse effect on the Company’s business, financial condition and results of operations.

While the Company anticipates certain cost and revenue synergies from acquisitions, the Company’s ability to achieve such estimated cost and revenue synergies in the timeframe described, or at all, is subject to various assumptions by the Company’s management, which may or may not be realized, as well as the incurrence of other costs in its operations that offset all or a portion of such cost synergies. Consequently, the Company may not be able to realize cost and revenue synergies within an expected timeframe or at all. In addition, the Company may incur additional and/or unexpected costs in order to realize these cost and/or revenue synergies. Failure to achieve some or all the expected cost and revenue synergies could significantly reduce the expected benefits associated with acquisitions and adversely affect the Company. In addition, the Company has incurred and

will incur substantial expenses in connection with many acquisitions. The Company often incurs non-recurring costs associated

with integrating the acquired operations and achieving the desired synergies. These fees and costs have been, and may continue to be, substantial. The substantial majority of non-recurring expenses consist of transaction costs related to acquisitions and include, among others, fees paid to financial, tax and legal advisors, employee benefit costs and filing fees. These costs described above, as well as other unanticipated costs and expenses, could have an adverse effect on the financial condition and operating results of the Company.

The Company depends on the proper functioning of its information systems.

The Company is dependent on the proper functioning of information systems, some of which are owned and operated by third parties, including the Company's vendors, customers and/or suppliers, to store, process and transmit confidential information, including financial reporting, inventory management, procurement, invoicing and electronic communications belonging to its customers, its suppliers, its employees and/or the Company itself. The Company’s information systems are vulnerable to natural disasters, fire, casualty, theft, technical failures, terrorist acts, cybersecurity breaches, power loss, telecommunications failures, physical or software intrusions, computer viruses, and similar events. If the Company’s critical information systems fail or are otherwise unavailable, its operations could be disrupted, causing a material adverse effect on its business, operations and financial statements.

The Company relies on third parties to provide software, support and management with respect to a variety of business processes and activities as part of our information technology network, and is utilizing cloud computing through certain of our third-party vendors. The security and privacy measures the Company and its vendors, customers and suppliers implement are critical to the business, key relationships, and compliance with applicable law. Despite the Company's security measures and business continuity plans, these information technology networks may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers, natural disasters or catastrophic events, or breaches due to errors or malfeasance by employees, contractors and others who have access to the networks and systems.

Any theft or misuse of information resulting from a security breach of the Company's or a third party's information technology networks and systems could result in, among other things, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, negative reactions from current and potential future customers (including potential negative financial ramifications under certain customer contract provisions) and poor publicity. Given the seemingly increasing frequency and severity of cyberattacks on commercial and governmental organizations in recent years, this threat may be heightened for the Company. Any of these consequences, in addition to the time and funds spent on monitoring and mitigating the Company’s exposure and responding to breaches, including the training of employees, the purchase of protective technologies and the hiring of additional employees and consultants to assist in these efforts, could adversely affect its financial results.

To date, the Company has not experienced a material cybersecurity breach and has prevented or adequately managed less impactful incidents. However, the Company suspects that risks and exposures related to cybersecurity attacks will remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats. The Company maintains first and third-party cybersecurity insurance coverage in an attempt to mitigate such risks.

~~Uninsured and underinsured losses and rising insurance costs could adversely affect the Company’s business.~~

The Company maintains property, business interruption, general liability, cybersecurity, directors and officer’s liability, environmental liability, workers compensation liability and other ancillary insurance on such terms as it deems appropriate. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay for the full current market value or current replacement cost of the Company’s lost investment. Not all risks are covered by insurance, as such coverage is not feasible.

The Company’s cost of maintaining property, general liability and business interruption insurance and director and officer liability insurance is significant. The Company could experience higher insurance premiums as a result of adverse claims experience or because of general increases in premiums by insurance carriers for reasons unrelated to the Company's own claims experience. Generally, the Company’s insurance policies must be renewed annually. The Company’s ability to continue to obtain insurance at affordable premiums also depends upon its ability to continue to operate with an acceptable claims record. A significant increase in the number of claims against the Company, the assertion of one or more claims in excess of its policy limits, or the inability to obtain adequate insurance coverage at acceptable rates, or any insurance coverage at all, could adversely affect the Company’s business, financial condition and/or results of operations.

~~The Company’s success depends upon retaining the services of its management team and key employees.~~

The Company is dependent on its management team and expects that continued success will depend largely upon their efforts and abilities. The loss of the services of any key executive for any reason could have a material adverse effect on the Company. Success also depends upon the Company’s ability to identify, develop, and retain qualified employees.

Product liability could adversely affect the Company’s business.

Difficulties in product design, performance and reliability could result in lost sales, delays in customer acceptance of the Company’s products, customer complaints or lawsuits. Such difficulties could be costly from a monetary perspective and/or detrimental to the Company’s market reputation. The Company’s products and the products supplied by third parties on behalf of the Company may not be error-free. Undetected errors or performance problems may be discovered in the future. The Company may not be able to successfully complete the development of planned or future products in a timely manner or adequately address product defects, which could harm the Company’s business and prospects. In addition, product defects may expose the Company to product liability claims, for which it may not have sufficient product liability insurance. Difficulties in product design, performance and reliability or product liability claims could adversely affect the Company’s business, financial condition and/or results of operations.

~~The Company cannot assure its shareholders that its normal course issuer bid will enhance shareholder value, and share repurchases could increase the volatility of its share price.~~

The Company may repurchase shares in the open market and otherwise for cancellation pursuant to a normal course issuer bid (“NCIB”), which allows it to repurchase a certain number of shares during a specified period. Under the NCIB, the Company is authorized to repurchase up to an aggregate of approximately 4,000,000 common shares over the twelve-month period ending July 22, 2021. The timing and actual number of shares repurchased will depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements, and other market conditions. The existence of the NCIB, however, could also cause the Company's share price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for its subordinate voting shares.

LEGAL, REGULATORY AND COMPLIANCE RELATED RISKS

The Company’s operations are subject to comprehensive environmental regulation and involve expenditures which may be material in relation to its operating cash flow.

The Company’s operations are subject to extensive environmental regulation in each of the countries in which it maintains facilities. For example, US, Canadian, Indian, Portuguese, German, Chinese and United Kingdom (federal, state and local), ~~Canadian (federal, provincial and local), Portuguese (federal, state and local), and Indian (federal, state and local)~~ environmental laws applicable to the Company include statutes and regulations intended to impose certain obligations with respect to site contamination and to allocate the cost of investigating, monitoring and remedying soil and groundwater contamination among specifically identified parties, as well as to prevent future soil and groundwater contamination; imposing air ambient standards and, in some cases, emission standards, for air pollutants which present a risk to public health, welfare or the natural environment; governing the handling, management, treatment, storage and disposal of hazardous wastes and substances; regulating the chemical content of products; and regulating the discharge of pollutants into waterways.

The Company’s use of hazardous substances in its manufacturing processes and the generation of hazardous wastes not only by the Company, but by prior occupants of its facilities, suggest that hazardous substances may be present at or near certain of the Company’s facilities or may come to be located there in the future. Consequently, the Company is required to closely monitor its compliance under all the various environmental laws and regulations applicable to it. In addition, the Company arranges for the off-site disposal of hazardous substances generated in the ordinary course of its business. Under certain environmental laws, the Company may be responsible for remediation costs or other liabilities as a result of the use, release or disposal of hazardous substances at or from any property currently or formerly owned or operated or to which the Company sent waste for treatment or disposal. Liability under these laws may be imposed without regard to whether the Company was aware of, or caused, the contamination and, in some cases, liability may be joint or several.

The Company’s facilities are subject to increasingly more stringent federal, state and local environmental laws and regulations. Some of these laws and regulations relate to what are frequently called “emerging contaminants”, such as per-and polyfluoroalkyl substances ("PFAS"). The Company does not know whether its products contain PFAS. Nevertheless, some of the Company’s competitors have been the target of lawsuits and state enforcement actions because of the alleged discharge of PFAS into the environment near their manufacturing facilities.

The Company obtains Phase I or similar environmental site assessments, and Phase II environmental site assessments, if necessary, for most of the manufacturing facilities it owns or leases at the time it either acquires or leases such facilities. These assessments typically include general inspections and for Phase II site assessments, may involve soil sampling and/or groundwater analysis. These assessments may not reveal all potential environmental liabilities and current assessments are not available for all facilities. Consequently, there may be material environmental liabilities of which the Company is not aware. In addition, ongoing cleanup and containment operations may not be adequate for purposes of future laws and regulations. The conditions of the Company’s properties could also be affected in the future by neighboring operations or the conditions of the land in the vicinity of its properties. These developments and others, such as increasingly stringent environmental laws and regulations, increasingly strict enforcement of environmental laws and regulations, or claims for damage to property or injury to persons resulting from the environmental, health or safety impact of its operations, may cause the Company to incur significant costs and liabilities that could have a material adverse effect on it.

Phase II environmental site assessment reports conducted in the fall of 2017 documented the presence of soil and groundwater contamination at the Cantech facilities in Cornwall, Ontario, Canada and Montreal, Quebec, Canada. With respect to the owned Cantech facility located in Cornwall, Ontario, Canada, and the Cantech facility leased by the Company in Montreal, Quebec, environmental reports obtained in 2017 indicated the presence of certain contaminants at levels exceeding applicable regulatory standards, including cyanide and toluene in soil samples, vinyl chloride in groundwater samples. These and any other environmental matters that may be discovered could be subject to additional investigation. To the extent the presence of such contaminants requires remediation work, results in any penalties or other amounts or gives rise to third party claims based on alleged migration of contaminants, there could be an adverse effect on the financial position of the Company. The Company closed the Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. In April of 2019, the Company announced that it would close Cantech's Montreal, Quebec manufacturing facility and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the manufacturing facility at the end of 2019.

The Company obtained an unlimited indemnification from the sellers of the Cantech business with respect to any environmental matter that pre-existed the acquisition and is not currently aware of any material amounts payable or claimed related to the foregoing.

The Company’s facilities are required to maintain numerous environmental permits and governmental approvals for its operations. Some of the environmental permits and governmental approvals that have been issued to the Company or to its facilities contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. Maintaining these permits and complying with their terms as well as environmental laws and regulations applicable to the Company’s business could require the Company to incur material costs.

If the Company fails to satisfy these conditions or to comply with these restrictions or with applicable environmental laws and regulations, it may become subject to enforcement actions and the operation of the relevant facilities could be adversely affected. The Company may also be subject to fines, penalties, claims for injunctive relief or additional costs. The Company entered into an Administrative Order on Consent with the Michigan Department of Environment, Great Lakes, and Energy regarding its Marysville, Michigan facility in September 2020 to resolve alleged violations of the National Emission Standards for Hazardous Air Pollutants regulations under the Clean Air Act.~~The Company~~ may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of the facilities, as a result of which the operation of the facilities may be limited or suspended.

IPG has a number of management system components in place to routinely query and assess our operating facilities for compliance with applicable environmental permits and requirements. These management systems are focused on ensuring on-going compliance with those requirements or identifying instances of non-compliance for voluntary notification to regulatory authorities and prompt resolution of non-compliance status.

In addition to the operational requirements, the products that the Company manufactures could be subject to a separate set of product regulations. These regulations, similar to those imposed on manufacturing facilities, are driven by federal, state and local governments in a desire to drive materials of concern out of the products, improve sustainability initiatives in the various locales and, at a minimum, to improve the awareness of the end users of the products. Unlike the manufacturing regulations, the product regulations that impact IPG can be anywhere its products are sold worldwide and, as the

producer, the Company could be responsible for complying with the various compliance, certification and assurance requests received by its end users and vendors.

The Company may become involved in litigation relating to its intellectual property rights, which could have an adverse impact on its business.

The Company relies on patent protection, as well as a combination of copyright, trade secret and trademark laws, nondisclosure and confidentiality agreements and other contractual restrictions to protect its proprietary technology. In addition to relying on patent protection, as well as a combination of copyright, trade secret and trademark laws, nondisclosure and confidentiality agreements and other contractual restrictions, the Company relies in some cases on unpatented proprietary know-how and trade secrets. The Company employs various methods, including its internal security systems, policies and procedures, to protect its proprietary know-how and trade secrets. These mechanisms may not, however, afford complete or sufficient protection, and misappropriation may still occur.

Litigation may be necessary to enforce these rights, which could result in substantial costs to the Company and a substantial diversion of management attention. Further, there can be no assurance that the Company will be able to enforce its patent or other rights, if any, and that others will not independently develop similar know-how and trade secrets or develop better production methods. If the Company does not adequately protect its intellectual property, its competitors or other parties could use the intellectual property that the Company has developed to enhance their products or make products similar to the Company’s and compete more efficiently with it, which could result in a decrease in the Company’s market share.

While the Company has attempted to ensure that its products and the operations of its business do not infringe other parties’ patents and proprietary rights, its competitors or other parties may assert, and have asserted in certain instances, that the Company’s products and operations may infringe upon patents held by them. In addition, because patent applications can take many years to issue, the Company might have products that infringe upon pending patents and other proprietary rights of which it is unaware. If any of the Company’s products infringe a valid patent, the Company could be prevented from selling such products unless the Company obtains a license or redesigns the products to avoid infringement or any such design may be costly. A license may not be available or may require the Company to pay substantial royalties. The Company may not be successful in attempts to redesign its products to avoid infringement. Infringement or other intellectual property claims, regardless of merit or ultimate outcome, can be expensive and time-consuming to resolve as well as divert management’s attention from the Company’s core business.

The Company may become involved in labor disputes or employees could form or join unions increasing the Company’s costs to do business.

Some of the Company’s employees are subject to collective bargaining agreements. Other employees are not part of a union and there are no assurances that such employees will not form or join a union. Any attempt by employees to form or join a union could result in increased labor costs and adversely affect the Company’s business, its financial condition and/or results of operations.

Except for the strike which occurred at the Company’s Brantford, Ontario manufacturing facility in 2008, which is now closed, the Company has never experienced any work stoppages due to employee related disputes. Management believes that it has a good relationship with its employees. However, there can be no assurance that work stoppages or other labor disturbances will not occur in the future. Such occurrences could adversely affect the Company’s business, financial condition and/or results of operations.

The Company may become involved in litigation which could have an adverse impact on its business.

The Company, like other manufacturers and sellers, is subject to potential liabilities connected with its business operations, including potential liabilities and expenses associated with product defects, performance, reliability or delivery delays. The Company is threatened from time to time with, or is named as a defendant in, legal proceedings, including lawsuits based upon product liability, personal injury, breach of contract and lost profits or other consequential damages claims, in the ordinary course of conducting its business. A significant judgment against the Company, or the imposition of a significant fine or penalty resulting from a finding that the Company failed to comply with laws or regulations, or being named as a defendant on multiple claims could adversely affect the Company’s business, financial condition and/or results of operations.

Because the Company is a Canadian company, it may be difficult to enforce rights under US bankruptcy laws.

The Company and certain of its subsidiaries are incorporated under the laws of Canada and approximately ~~28%~~29% of its assets are located outside of the US. Under bankruptcy laws in the US, courts typically assert jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the US may not recognize the US bankruptcy court’s jurisdiction over property located outside of the territorial limits of the US. Accordingly, should insolvency proceedings be commenced by or in respect of the Company in the US pursuant to US bankruptcy laws, difficulties may arise in administering such proceedings in a case involving a Canadian debtor with property located outside of the US, and any orders or judgments of a bankruptcy court in the US may not be enforceable outside the territorial limits of the US.

It may be difficult for investors to enforce civil liabilities against the Company under US federal and state securities laws.

The Company and certain of its subsidiaries are incorporated under the laws of Canada. Certain of their directors are residents of Canada and a portion of directors’ and executive officers’ assets may be located outside of the US. In addition, certain subsidiaries are located in other foreign jurisdictions. As a result, it may be difficult or impossible for US investors to effect service of process within the US upon the Company, its Canadian subsidiaries, or its other foreign subsidiaries, or those

directors and officers, or to enforce against them judgments of courts of the US predicated upon the civil liability provisions of US federal securities laws or securities or blue sky laws of any state within the US. The Company believes that a judgment of a US court predicated solely upon the civil liability provisions of the Securities Act of 1933, as amended and/or the Securities Exchange Act of 1934, as amended (“Exchange Act”), would likely be enforceable in Canada if the US court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. The Company cannot make any assurances, however, that this will be the case. There is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

The Company has its registered office in the Province of Québec, Canada and, as a result, is subject to the securities laws of that province. In addition, the Company is a “reporting issuer” under the securities laws of each of the provinces of Canada and is therefore subject to the provisions thereof relating to, among other things, continuous disclosure and filing of insider reports by the Company’s “reporting insiders”, as applicable.

Compliance with the SEC’s conflict mineral disclosure requirements results in additional compliance costs and may create reputational challenges.

The SEC adopted rules pursuant to Section 1502 of the Dodd-Frank Act setting forth disclosure requirements concerning the use or potential use of certain minerals and their derivatives, including tantalum, tin, gold and tungsten, that are mined from the Democratic Republic of Congo and adjoining countries, and deemed conflict minerals. These requirements have necessitated, and will continue to necessitate, due diligence efforts by the Company to assess whether such minerals are used in the Company’s products in order to make the relevant required disclosures. There are certain costs associated with complying with these disclosure requirements, including diligence to determine the sources of those minerals that may be used or necessary to the production of the Company’s products. If the Company determines that certain of its products contain minerals that are not conflict-free or is unable to sufficiently verify the origins for all conflict minerals used in its products, the Company may face changes to its supply chain or challenges to its reputation, either of which could impact future sales.

The Company’s exemptions under the Exchange Act of 1934, as a foreign private issuer, limit the protections and information afforded U.S. investors.

The Company is a foreign private issuer within the meaning of the rules promulgated under the Exchange Act. As such, it is exempt from certain provisions applicable to US companies with securities registered under the Exchange Act, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuers’ equity securities within a period of less than six months). Because of these exemptions, purchasers of the Company’s securities are not afforded the same protections or information generally available to U.S. investors in public companies organized in the US. For the year ended December 31, 2008 and commencing for the year ended December 31, 2010 and going forward, the Company has elected to file its annual report on Form 20-F which also fulfills the requirements of the Annual Information Form required in Canada, thus necessitating only one report. The Company reports on Form 6-K and makes certain other filings (such as Form S-8, Form 11-K and Form SD), with the US Securities and Exchange Commission and publicly releases quarterly financial reports.

The Company's business could be negatively affected by the actions of activist shareholders.

Certain of the Company's shareholders may from time to time advance shareholder proposals or otherwise attempt to effect changes or acquire control over its business. Such proposals or attempts are sometimes led by investors seeking to increase short-term shareholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or even sales of assets or the entire company. Such an action focused on the short-term may be to the long-term detriment of the Company’s shareholders. If faced with actions by activist shareholders, the Company may not be able to respond effectively to such actions, which could be disruptive to its business.

FINANCIAL RELATED RISKS

Fluctuations in raw material costs or the unavailability of raw materials may adversely affect the Company’s profitability.

A significant portion of the Company’s major raw materials are by-products of crude oil and natural gas which are subject to risks associated with energy markets. These markets are subject to volatility, which may result in increased raw

material costs for the ~~Company.~~Company (for certain portions of 2021, such volatility and related cost increases were significant). A number of potential factors, such as legislation aimed at reducing greenhouse gas emissions, wars, terrorist attacks, natural disasters, adverse weather events, supply chain disruptions, heightened tariffs and other adverse international trade issues, and political unrest, may result in volatile energy markets and increased raw material costs for the Company. The prices for these raw materials have fluctuated in the past (including in 2021) and these fluctuations could recur, and the Company's performance depends in part on its ability to reflect changes in costs by increasing ~~our~~its selling prices.

Historically, the Company has generally been able to pass on significant raw material cost increases through price increases to its customers. During 2021, despite the dramatic increases in the costs of raw materials, the Company was able to cover the spread between selling price and raw material costs. The Company’s results of operations in prior years, at times, have been negatively impacted by raw material cost increases. These increases adversely affected the Company’s profitability. As a result of raw material cost increases, the Company may increase prices (which could result in reduced market share) or may choose to keep prices the same (which could result in decreased margins). The Company’s profitability in the future may be adversely affected due to fluctuations in raw material prices. Additionally, the Company relies on its suppliers for deliveries of raw materials. If any of its suppliers are unable to deliver raw materials to the Company for an extended period of time, there is no assurance that the Company’s raw material requirements would be met by other suppliers on acceptable terms, or at all (although the Company has alternative suppliers for a number of the raw materials it uses), which could have a material adverse effect on the Company’s results of operations.

Unfavorable consumer responses to price increases could have a material adverse impact on the Company's sales and earnings.

From time to time, and especially in periods with rising raw material costs, the Company increases the prices of its products. Significant price increases could impact the Company's earnings, depending on, among other factors, the pricing by competitors of similar products and the response by the customers to higher prices. Such price increases may result in lower volume of sales and a subsequent decrease in earnings.

The Company’s competition and customer preferences could impact the Company’s profitability.

The markets for the Company’s products are highly competitive. Competition in its markets is primarily based upon the quality, breadth and performance characteristics of its products, customer service and price. The Company’s ability to compete successfully depends upon a variety of factors, including its ability to create new and improved products, effectively employ skilled personnel, increase manufacturing facility efficiencies, reduce manufacturing costs, and create complementary products for customer convenience of a single supplier, as well as its access to quality, low-cost raw materials.

Some of the Company’s competitors, particularly certain of those located in Asia, may, at times, have lower costs (i.e. raw material, energy and labor) and/or less restrictive environmental and governmental regulations to comply with than the Company. Other competitors may be larger in size or scope than the Company, which may allow them to achieve greater economies of scale on a global basis or allow them to better withstand periods of declining prices and adverse operating conditions.

Demand for the Company’s products and, in turn, its revenue and profit margins, are affected by customer preferences and changes in customer ordering patterns which may occur as a result of, among other things, changes in inventory

levels and timing of purchases which may be triggered by price changes and incentive programs. Additionally, the majority of the Company's sales are made through distribution, which limits direct visibility to trends at the end-user. The limited visibility makes it harder to forecast both macro and/or end-user specific changes.

One customer accounted for ~~11% and 7%~~approximately 13% of total revenue, including direct and indirect sales, for each of the years ended December 31, ~~2020~~2021 and ~~2019,~~2020, respectively. A loss of this customer or any other large customer, or a significant reduction in sales to this customer or any other large customer, could have an adverse impact on the Company’s results.

Historically some of our competitors have merged. Consolidation among our competitors could enhance their market share and financial position, provide them with the ability to achieve better purchasing terms and provide more competitive prices to customers for whom we compete, and allow them to utilize merger synergies and cost savings to increase advertising and marketing budgets to more effectively compete for customers. These consolidated competitors could take sales volume away from the Company in certain markets, could achieve greater market penetration, could cause the Company to change its pricing with a negative impact on its margins or could cause the Company to spend more money to maintain customers or seek new customers, all of which could negatively impact the Company's business.

The Company’s customer contracts contain termination provisions that could decrease the Company’s future revenues and earnings.

Most of the Company’s customer contracts can be terminated by the customer on short notice without penalty. The Company’s customers are, therefore, not contractually obligated to continue to do business with it in the future. This creates uncertainty with respect to the revenues and earnings the Company may recognize with respect to its customer contracts.

The Company's goodwill and other intangible assets represent a significant amount of its total assets.

The Company's total assets reflect significant intangible assets, primarily goodwill. At December 31, ~~2020,~~2021, goodwill and other intangible assets ~~totaled $257.2~~totalled $290.6 million, or ~~23.2%~~21.8% of total assets. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business acquisitions. The Company may experience unforeseen issues with businesses acquired, which may adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business. The Company assesses annually whether there has been impairment in the value of goodwill or indefinite-lived intangible assets. If future operating performance were to fall below current levels, the Company could be required to recognize a non-cash charge to operating earnings to impair the related goodwill or other intangible assets. ~~With respect to continuing operations, the~~The Company ~~recognized $0.4 million in~~did not recognize a non-cash impairment ~~charges~~charge for the year ended December 31, ~~2020 related to one intangible asset.~~2021. Any future goodwill or intangible asset impairments could negatively affect the Company's financial condition and results of operations.

While the Company’s shares trade on the Toronto Stock Exchange ("TSX"), they trade on the OTC Pink Marketplace in the US, which may result in the possible absence of a liquid trading market for securities of US investors.

The Company’s common shares are traded in the US on the OTC Pink Marketplace. Trading on this market can be thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a company’s operations or business prospects. In addition, trading on this market is often sporadic, so shareholders may have some difficulty reselling any of their shares of common stock on this market.

ECONOMIC RISKS AND RISKS RELATED TO OTHER EXTERNAL FACTORS

Current economic conditions and uncertain economic forecast could adversely affect the Company’s results of operations and financial conditions.

The Company’s operations and performance depend significantly on worldwide economic conditions, particularly in the manufacturing sector in North America, Asia and Europe, and their impact on levels of capital spending. Unfavorable changes in the global economy have affected, and may affect in the future, the demand for the products of the Company and its customers, customers’ and suppliers’ access to credit and the stability of the global financial system, the overall health of its markets, unemployment and other macroeconomic factors generally affecting commercial and industrial spending behavior and negatively affect the operations of the Company’s suppliers’ and their ability to supply the Company with finished goods and the raw materials and components required for the Company’s products. Further, adverse economic conditions could also increase the likelihood of customer delinquencies. A prolonged period of economic decline could have a material adverse effect on the results of operations, gross margins, and the overall financial condition of the Company, as well as exacerbate the other risk factors set forth below.

COVID-19 could materially adversely affect the Company's results.

In the event of a pandemic, epidemic or outbreak of an infectious disease, the Company's business may be adversely affected. For example, beginning in December 2019, a new strain of the coronavirus (COVID-19) spread rapidly through the world, including the United States, Canada, India and Europe (where, collectively, fairly large portions of the Company’s operations are located and its sales occur) causing national, provincial, state and local governments to issue directives aimed at minimizing the spread of COVID-19 and resulting in significant disruptions to the economy and global financial markets.

~~The Company's facilities remain open and operating, having qualified as essential under the applicable government orders and guidelines. However, there~~There could be unpredictable disruptions to the Company’s operations and its customer or supplier operations as a result of the COVID-19 pandemic and new government orders or guidelines. Unpredictable disruptions to the Company’s operations and its customers' or suppliers' operations could disrupt the Company's operations, reduce its future revenues and negatively impact the Company’s financial condition. ~~Alternative capacity exists across all major product lines that should enable the continuation of operations if certain facilities were required to close; however, in most cases, this~~

alternative capacity would produce less than current run rates. Management has adjusted, and will continue to adjust, production plans to align with changes in demand in order to manage working capital and associated cost levels.

Management has successfully mitigated minor supply chain challenges experienced to date and continues to work closely with suppliers as supply chain risk mitigation plans are refined. However, the COVID-19 pandemic may result in supply chain and operational disruptions such as the availability and transportation of raw materials or the ability for the Company's packaging and equipment specialists to visit customer facilities.

Management has put measures in place to enable employees to work safely according to the United States Centers for Disease Control and Prevention and World Health Organization guidelines and other applicable social distancing guidelines, including requiring employees to wear protective face coverings provided by the Company while in its manufacturing facilities, to complete health interviews prior to entry on a regular basis, and to practice social distancing. The Company has significantly increased the frequency of cleaning and sanitizing equipment and facilities in the context of COVID-19 and the Company continues to support remote work arrangements for approximately 20% of its workforce in North America. The remote work arrangements have not had any significant effect on the Company's ability to conduct its day-to-day operations. Employee health coverage has been enhanced to include the cost of COVID-19 testing and treatment at no additional cost to employees, and the higher risk workforce or those experiencing illness of any kind are strongly encouraged to stay at home or shelter in place. As a result of these and other factors, the current absentee rate at the Company's facilities has been at a manageable level and has not resulted in any material level of production disruption.

The COVID-19 pandemic has resulted in volatility and disruptions in the capital and credit markets as well as widespread economic deterioration. This economic and market volatility may negatively impact customer buying habits, which could adversely affect the Company’s financial results.

There continues to be significant macroeconomic uncertainty, and the Company expects the COVID-19 pandemic will likely continue to have a materially negative impact on the global economy in 2021 and perhaps beyond. While the Company has delivered positive financial results to date, the pandemic could yet materially impact the Company’s ability to manufacture, source (including the delivery of raw materials to its facilities) or distribute its products both domestically and internationally and reduce demand for its products, any of which could have a ~~materially~~significant negative impact on the Company’s future financial ~~results in 2021 and beyond.~~results. Given the dynamic nature of the pandemic (including its duration, ~~and~~ the severity of its impact on the global economy and the applicable governmental responses), the extent to which the COVID-19 pandemic impacts the Company’s future results will depend on unknown future developments and any further impact on the global economy and the markets in which the Company operates and sells its products, all of which remain highly uncertain and

cannot be accurately predicted at this time.

The Company's results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

Labor is a primary component of operating the Company. A number of factors may adversely affect the labor force available to the Company or increase labor costs, including high employment levels, federal unemployment subsidies, and other government regulations. Although the Company has not experienced any material labor shortage to date, it has recently been dealing with an overall tightening and increasingly competitive labor market in certain localities, as well as increased absentee rates and increased labor costs. A sustained labor shortage or increased turnover rates within the Company's employee base, caused by COVID-19, or measures taken to address COVID-19, or as a result of general macroeconomic factors, could lead to further increased costs, such as increased overtime to meet demand and increased wage rates and benefits to attract and retain employees, and decreased sales as a result of labor-related capacity constraints.

The Company faces risks related to its international operations.

The Company has customers and operations located outside the US and Canada. In ~~2020,~~2021, sales to customers located outside the US and Canada represented approximately ~~10%~~11% of its sales. The Company’s international operations present it with a number of risks and challenges, including potential difficulties staffing and managing its foreign operations, potential difficulties managing a more extensive supply chain as compared to its sales efforts in the US and Canada, potential adverse changes in tax regulations affecting tax rates and the way the US and other countries tax multinational companies, the effective marketing of the Company’s products in other countries, tariffs and other trade barriers, less favorable intellectual property laws, longer customer receipt cycles, shorter vendor payment cycles, exposure to economies that may be experiencing currency volatility or negative growth, exposure to political and economic instability and unsafe working conditions (including acts of terrorism, widespread criminal activities and outbreaks of war), certain cultural differences and different regulatory schemes and political environments applicable to its operations in these areas, such as environmental and health and safety compliance.

There have been recent changes, and future, additional changes may occur, to US and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new tariffs, trade embargoes, government sanctions or trade barriers. Any of these restrictions could prevent or make it difficult for the Company to obtain certain raw materials and/or equipment needed to manufacture certain products. Increased tariffs could require the Company to increase its prices which could decrease demand for the Company’s products. In some situations, it may be difficult for the Company to effect a price increase for products whose raw materials are affected by tariffs, see “Risk Factor—Fluctuations in raw material costs or the unavailability of raw materials may adversely affect the Company’s profitability.” In addition, other countries may retaliate through their own restrictions and/or increased tariffs which would affect our ability to export products and therefore adversely affect the Company's sales.

In addition, in June 2016, voters in the United Kingdom approved an advisory referendum to withdraw membership from the European Union (commonly referred to as “Brexit”). The United Kingdom formally departed from the European

Union on January 31, 2020, subject to a transition period that ended on December 31, 2020 (the “Brexit Transition Period”). Following the Brexit Transition Period, the United Kingdom is no longer a part of the single market and customs union of the European Union. Changes resulting from Brexit could adversely affect worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets. Specifically, Brexit could cause disruptions to, and create uncertainty surrounding, the Company’s business in Europe, including affecting the Company’s relationships with its existing and future customers, suppliers and employees, cause fluctuations in exchange rates, cause changes in regulatory oversight and/or impact taxes or tariffs on goods. Uncertainty about future custom and trade arrangements between the United Kingdom and other countries may have a material adverse effect on our business.

In December 2020, the United Kingdom and the European Union announced they had entered into a post-Brexit deal on certain aspects of trade and other strategic and political issues (the “Trade Agreement”), which was provisionally applied as of January 1, 2021 and entered into on May 1, 2021 following ratification by the European Union, potentially avoiding some of the anticipated disruption of Brexit. The Trade Agreement offers United Kingdom and European Union companies preferential access to each other’s markets; however, economic relations between the two ~~will now be~~are on more restricted ~~terms.~~terms than they were before Brexit. At this time, the Company cannot predict the impact the Trade Agreement will have on its business and operations, its existing and future customers, suppliers and ~~employees.~~employees, and regulatory oversight. The Company will continue to evaluate its risks and uncertainty related to Brexit and the Trade Agreement and will assess their impact.

Because the Company has operations in Europe, it is subject to the European General Data Protection Regulation (“GDPR”) enacted on May 25, 2018. The GDPR imposes additional obligations and risk upon the Company’s business and increases the penalties to which we could be subject in the event of any non-compliance. The Company may incur expenses in complying with the obligations imposed by the GDPR and the Company may be required to make changes in its business operations, all of which may adversely affect its revenue and business overall. Additionally, because the GDPR’s standards are relatively new, the Company is unable to predict how they will be applied. Despite best efforts to attempt to comply with the GDPR, a regulator may determine that the Company has not done so and subject it to fines and public censure, which could harm the Company.

Finally, the Company’s financial statements are reported in US dollars while a portion of its sales are made in other currencies, primarily the Canadian dollar, the Euro and the Indian Rupee. As a result, fluctuations in exchange rates between the US dollar and foreign currencies can have a negative impact on the Company’s reported operating results and financial condition. Moreover, in some cases, the currency of the Company’s sales does not match the currency in which it incurs costs, which can negatively affect its profitability. Fluctuations in exchange rates can also affect the relative competitive position of a particular facility where the facility faces competition from non-local producers, as well as the Company’s ability to successfully market its products in export markets.

Climate change, weather events, public health crises and other disasters can adversely affect the Company's operations, particularly in the event of catastrophic loss of its key manufacturing facilities.

While the Company manufactures products in a large number of diversified facilities and maintains insurance covering its facilities, a catastrophic loss of the use of all or a portion of one of its key manufacturing facilities or workforce due to accident, equipment failures, labor issues, public health crises (such as COVID-19), extreme weather conditions, power outages, explosion, terrorism, man-made disaster, natural disaster (including fire, hurricane, flood, earthquake, extreme temperatures, flood, drought, typhoon, tsunamis), rising sea levels, climate change or otherwise, whether short or long-term, could have a material adverse effect on the Company. Specifically, these events could create a material disruption and have a material adverse effect on the Company's operations and productivity. Disruptions could increase cost of sales, harm the Company's reputation and adversely affect its ability to attract or retain customers. While the Company reviews and seeks to put in place contingency plans, such events are unpredictable in nature and the impact and path of such events change and develop as the event approaches or occurs and the Company's contingency plans may not be sufficient to address disruptions attributable to such risks.

CREDIT AND LIQUIDITY RISKS

The Company’s ~~2018 Credit Facility and indenture~~borrowing agreements contain covenants that limit the Company's flexibility and prevent the Company from taking certain actions.

The credit agreement and security agreements governing the Company’s ~~2018~~2021 Credit Facility and the indenture entered into in connection with the 2021 Senior Unsecured Notes2 offering include a number of significant restrictive covenants. These covenants could limit the Company’s ability to plan for or react to market conditions, meet its capital needs and execute its business strategy. These covenants, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional debt; prepay other debt; pay dividends and make other restricted payments; create or permit certain liens; issue or sell capital stock of restricted subsidiaries; use the proceeds from sales of assets; make certain investments; create or permit restrictions on the ability of the non-guarantors to pay dividends or to make other distributions to

2 The "2021 Senior Unsecured Notes" refers to the Company's private placement of $400 million aggregate principal amount of senior unsecured notes on June 8, 2021, due June 15, 2029. For a further description of the 2021 Senior Unsecured Notes "Business Overview –2021 - Other Significant Events.” For a copy of the 2021 Senior Unsecured Notes indenture, see Exhibit 2.4 to this Form 20-F.

the Company; enter into certain types of transactions with affiliates; engage in unrelated businesses; enter into sale and leaseback transactions; and consolidate or merge or sell the Company’s assets substantially as an entirety.

A number of these restrictions in the ~~2018~~2021 Credit Facility are more stringent regarding subsidiaries of the Company that are not party to the Company’s ~~2018~~2021 Credit Facility (collectively, the “Non-Guarantor Parties”). The Non-Guarantor Parties, other than certain other designated unrestricted subsidiaries, are limited in their ability to incur debt outside of the Company’s ~~2018~~2021 Credit Facility. In addition, the Company and its subsidiaries are limited in the amount of investments that they may make in the Non-Guarantor Parties and the amount of guaranties they may make in connection with debt incurred by the Non-Guarantor Parties outside of the Company’s ~~2018~~2021 Credit Facility.

The Company depends on its subsidiaries for cash to meet its obligations and pay any dividends.

The Company is a holding company. Its subsidiaries conduct all of its operations and own substantially all of its assets. Consequently, the Company’s cash flow and its ability to meet its obligations or pay dividends to its stockholders depend upon the cash flow of its subsidiaries and the payment of funds by its subsidiaries to the Company in the form of dividends, tax sharing payments or otherwise. The Company’s subsidiaries’ ability to provide funding will depend on, amongst others, their earnings, the terms of indebtedness from time to time, tax considerations and legal restrictions.

Payment of dividends may not continue in the future, and the payment of dividends is subject to restriction.

The Company’s dividend policy currently provides for an annualized dividend of ~~$0.63~~$0.68 per share. The future declaration and payment of dividends, if any, will be at the discretion of the Board of Directors and will depend on a number of factors, including the Company’s financial and operating results, financial position, legal requirements, and anticipated cash requirements. The Company can give no assurance that dividends will be declared and paid in the future or, if declared and paid in the future, at the same level as in the past. Additionally, the Company’s ~~2018~~2021 Credit Facility restricts its ability to pay dividends if the Company does not meet its net leverage or interest coverage ratios, or if the Company is otherwise in default.

The Company’s outstanding debt and changes in interest rates could adversely affect its financial condition.

As of December 31, ~~2020,~~2021, the Company had outstanding debt of ~~$490.0~~$555.3 million, which represented ~~30.5%~~31.3% of its total capitalization. Of such total debt, approximately ~~$233.2~~$146.5 million net of unamortized fees was secured. The Company’s outstanding indebtedness could adversely affect its financial condition. The Company’s outstanding indebtedness could also increase its vulnerability to adverse general economic and industry conditions; require the Company to dedicate a substantial portion of its cash flows from operating activities to payments on its indebtedness, thereby reducing the availability of the Company’s cash flows to fund working capital, capital expenditures, potential acquisitions, research and development efforts and other general corporate purposes; limit the Company’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; place the Company at a competitive disadvantage compared to its competitors that have less debt; and limit the Company’s ability to borrow additional funds on terms that are satisfactory to it or at all.

For much of 2020 and all of 2021, the US Federal Reserve ~~further decreased~~maintained its benchmark interest rate toat near zero in response to COVID-19. ~~It is unclear when~~On March 16, 2022, the US Federal Reserve ~~may reverse its accommodating stance towards monetary policy but any such reversal or market expectation~~approved an increase by a quarter percentage point, bringing the current benchmark interest rate to 0.25% - 0.5%.It is expected that the US Federal Reserve will continue to raise rates over the course of ~~such change may result in higher long-term interest rates. Such a transition may be abrupt and may,~~the year which could, among other things, ~~reduce the availability and/or~~ increase the costs of existing indebtedness and/or the cost of obtaining new ~~debt and refinancing existing indebtedness, negatively impact the market price of our common stock, and potentially decrease demand for the products of the Company and its customers.~~debt.

Certain loans and financing extended to the Company are made at variable rates that use the London Inter-bank Offered Rate ("LIBOR") as a benchmark for establishing the interest rate. LIBOR iscontinues to be the subject of ~~recent~~ proposals for reform. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to phase out LIBOR rates by the end of 2021. In November 2020, the phase out date was changed to June 30, 2023. Central banks around the world have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR based on observable market transactions. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur ~~over the course of the next few years~~before June 2023 and that alternative reference rate(s) will be established. Although the full impact of such reforms and actions, together with any transition away from LIBOR, remains unclear, these changes may have a material impact on the Company.

If LIBOR ceases to exist, the method and rate used to calculate the Company's variable-rate debt in the future may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on its obligations if LIBOR was available in its current form. The consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked

loans and other financial obligations or extensions of credit held by the Company. The potential effect of any such event on the Company's cost of capital, financial results, and cash flows, as well as certain related risk and valuation models and tax and accounting implications, cannot yet be determined.

The Company is exposed to the LIBOR interest rate benchmark as a result of its variable rate borrowings and its interest rate swap agreements used as cash flow hedges. The Company's 2021 Credit Facility contains benchmark replacement provisions which state that on the earliest of (A) the date that all available tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided or have been announced to be no longer representative, (B) June 30, 2023 or (C) an early opt-in effective date, the secured overnight financing rate ("SOFR") published on such date by the Federal Reserve Bank of New York plus an adjustment as agreed upon by the Company's lenders and the Company and that is subject to change from time to time, or at the election of the Company an alternative to the SOFR benchmark replacement rate, will replace LIBOR for all purposes under the credit agreement.

The Company may not be able to generate sufficient cash flow to meet its debt service obligations.

The Company’s ability to generate sufficient cash flows from operating activities to make scheduled payments on its debt obligations will depend on its future financial performance, which will be affected by a range of economic, competitive, regulatory, legislative and business factors, many of which are outside of the Company’s control. If the Company does not generate sufficient cash flows from operating activities to satisfy its debt obligations, the Company may have to undertake alternative financing plans, such as refinancing or restructuring its debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. The Company cannot assure that any refinancing would be possible or that any assets could be sold on acceptable terms or otherwise. The Company’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its obligations on commercially reasonable terms, would have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, any refinancing of the Company’s debt could be at higher interest rates and may require the Company to comply with more onerous covenants, which could further restrict its business operations. Also, any additional issuances of equity would dilute the Company’s shareholders.

Despite the Company’s level of indebtedness, it will likely be able to incur substantially more debt. Incurring such debt could further exacerbate the risks to the Company’s financial condition described above.

The Company will likely be able to incur substantial additional indebtedness in the future. Although the credit agreement governing the ~~2018~~2021 Credit Facility contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. The restrictions also do not prevent the Company from incurring obligations that do not constitute indebtedness. To the extent new debt is added to the Company’s currently anticipated debt levels, the substantial leverage risks described above would increase.

Certain of the Company’s pension and other post-retirement benefit plans are partially funded or unfunded which could require Company contributions.

The Company’s pension and other post-retirement benefit plans currently have an unfunded deficit of ~~$16.8~~$12.3 million as of December 31, ~~2020~~2021 as compared to ~~$15.1~~$16.8 million at the end of ~~2019.~~2020. For ~~2020~~2021 and ~~2019,~~2020, the Company contributed ~~$1.1~~$1.2 million and ~~$1.3~~$1.1 million, respectively, to its wholly or partially funded pension plans and to beneficiaries for its unfunded other benefit plans. The Company may need to divert certain of its resources in the future in order to resolve this funding deficit. In addition, the Company cannot predict whether a change in factors such as pension asset performance or interest rates, will require the Company to make a contribution in excess of its current expectations. Also, the Company expects to contribute ~~$1.4~~$1.2 million to satisfy its ~~2021~~2022 minimum funding requirement for its wholly or partially funded pension plans and to beneficiaries for its unfunded other benefit plans. Further, the Company may not have the funds necessary to meet future minimum pension funding requirements or be able to meet its pension benefit plan funding obligation through cash flows from operating activities.

Item 4:Information on the Company

Information about the Company can be found on the Company’s website at www.itape.com and under the Company’s profile on SEDAR at www.sedar.com (Canada) and on the SEC's website at www.sec.gov (United States).


			A.			HISTORY AND DEVELOPMENT OF THE COMPANY

The Company’s corporate headquarters is located at 9999 Cavendish Blvd., Suite 200, Ville St. Laurent, Québec, Canada H4M 2X5 and the address and telephone number of its registered office is 800 Place Victoria, Suite 3700, Montréal, Québec H4Z 1E9, c/o Fasken Martineau Dumoulin LLP, (514) 397-7400.

The Company was established when Intertape Systems Inc., a predecessor of the Company, established a pressure-sensitive tape manufacturing facility in Montreal, Quebec, Canada. The Company was incorporated under the Canada Business Corporations Act on December 22, 1989 under the name “171695 Canada Inc.” On October 8, 1991, the Company filed a Certificate of Amendment changing its name to “Intertape Polymer Group Inc.” A Certificate of Amalgamation was filed by the Company on August 31, 1993, at which time the Company amalgamated with EBAC Holdings Inc.

The Company is a recognized leader in the development, manufacture and sale of a variety of paper and film based pressure-sensitive and water-activated tapes, stretch and shrink films, protective packaging, woven and non-woven products and packaging machinery for industrial and retail use. The Company's vision is to be the global leader in packaging and protective solutions. The Company strives to achieve its vision by empowering its team of talented employees, who proudly represent its values of people, passion, performance, integrity and teamwork. Together, the Company and its employees drive a strategy to strengthen the Company's product bundle, expand its global footprint, embrace sustainability and drive operational excellence.

In furtherance of these objectives, the Company has significantly expanded its business through internal growth and strategic acquisitions in recent ~~years.~~years, as further described below in the Section entitled "Company History and Significant Acquisitions." The Company acquires businesses that either strategically fit within its existing business portfolio or expand its portfolio into a new and attractive business area. From 2015 through March 12, 2021 the Company has invested in several strategic business acquisitions with purchase prices totaling $370.7 million, as further described below in the Section entitled "Company History."areas. The Company believes these acquisitions have provided and will continue to provide growth and improvement in the Company's competitiveness in what it believes are key markets and segments. The Company is actively considering additional acquisitions, investments and strategic alliances to strengthen its portfolio.

~~In 2016,~~During 2021, the Company ~~implemented a three year capital program~~ focused on significant ~~manufacturing facility rationalization~~expansion initiatives ~~to add~~in its highest growth product categories, specifically water-activated tape, wovens, protective packaging and films. By installing new capacity ~~through the expansion of~~within its existing ~~facilities and opening of new facilities. During the three year capital program from 2016 through 2019,~~footprint, the Company ~~has invested approximately $259.2 million~~expects these capacity expansion projects will provide shorter-term investment horizons and return profiles that will exceed 20% in ~~capital expenditures.~~after-tax internal rates of return. The Company funded three major projects as part of its 2016-2019 capital program: the water-activated tape greenfield facility, including a second line expansion project, in Midland, North Carolina; the Capstone woven products greenfield manufacturing facility in Karoli, India; and the carton sealing tape greenfield manufacturing facility in Dahej, India. As of the end of 2019, these projects were all successfully commissioned and putis investing directly into ~~operation, as further described below~~categories where it expects demand to exceed production in the ~~Section entitled "Company History."~~

In 2020, the Company announced plans to accelerate the Company's investments in its e-commerce-related production capacity in order to address a continued increase in demand in its e-commerce end market. During the year ended December 31, 2020, the Company invested approximately $16.4 million in capital expenditures related to e-commerce production initiatives,near term, as further described below in the Section entitled "Business Overview."

~~Company History~~

~~The Company was established when Intertape Systems Inc., a predecessor~~ Some of the ~~Company, established a pressure-sensitive tape manufacturing facility~~Company's capacity expansion initiatives have been delayed by supply chain constraints and labor shortages, which will result in ~~Montreal, Quebec, Canada. The Company was incorporated under the~~ ~~Canada Business Corporations Act~~some expenditures shifting into 2022. Based on ~~December 22, 1989 under the name “171695 Canada Inc.” On October 8, 1991,~~its current capital plan for capacity expansion initiatives, the Company filed a Certificate of Amendment changing its name to “Intertape Polymer Group Inc.” A Certificate of Amalgamation was filed by the Company on August 31, 1993, at which time the Company was amalgamated with EBAC Holdings Inc.still anticipates generating

In October 2015, the Columbia, South Carolina facility (which the Company planned to relocate to a new property in Blythewood, South Carolina) was damaged by significant rainfall and severe flooding ("South Carolina Flood"). The damages sustained were considerable and resulted in the facility being permanently shut down and its duct tape, masking tape, and stencil production lines relocated to Blythewood, South Carolina earlier than planned. Since this relocation was completed in 2016, the Company has worked to restore production capabilities and commercialize its suite of masking tape and stencil product offerings produced in the Blythewood, South Carolina manufacturing facility. While navigating the challenges of doing so, the Company lost most of its sales in the South Carolina masking tape and stencil product lines and experienced significant delays in commercializing them in the new facility. During 2018, the Company finished commercialization of its post-South Carolina Flood stencil and remaining post-South Carolina Flood masking tape production. Since the commercialization of these products, the Company's efforts are focused on recapturing lost sales and growing new masking tape and stencil products sales. While the timing and extent of these recoveries are uncertain, the Company does expect incremental improvement over time. Total capital expenditures for this project from inception to completion totalled $60.7 million.

On April 7, 2015, the Company purchased 100% of the issued and outstanding common stock of BP Acquisition Corporation (which wholly-owned a subsidiary, Better Packages, Inc.) (“Better Packages”), a leading supplier of water-activated tape dispensers. The Company paid an aggregate purchase price of $15.2 million, net of cash acquired. The purchase of Better Packages extended the Company’s product bundle and global presence in the rapidly growing e-commerce market. BP

approximately

Acquisition Corporation was liquidated and dissolved as of December 31, 2019, and the Better Packages acquired operations continue to operate under Better Packages, Inc. legal entity of which the Company owns 100% interest.

On November 2, 2015, the Company purchased 100% of the issued and outstanding common shares of RJM Manufacturing, Inc. (d/b/a “TaraTape”), a manufacturer of filament and pressure-sensitive tapes. The Company paid an aggregate purchase price of $11.0 million, net of cash acquired. As part of the Company’s plan to realize operational synergies from the TaraTape acquisition, the Company closed its Fairless Hills, Pennsylvania manufacturing facility and ceased its manufacturing operations as of December 31, 2016. In order to accommodate the related production volume, the Company leveraged production capacity in its Carbondale, Illinois and Danville, Virginia manufacturing facilities.

~~On February 16, 2016, the Company announced it would invest $44 to $49~~$100 million in ~~the construction of a greenfield manufacturing facility in Midland, North Carolina, with a goal of increasing its manufacturing capacity of water-activated tapes~~incremental revenue on an annualized run-rate basis by the end of ~~2017. The first production line at the Midland, North Carolina manufacturing facility was operational in the third quarter of 2017~~2022, as well as additional growth into 2023 and ~~is operating at capacity. Total capital expenditures for this project from inception to completion totalled $48.6 million. As a result of the success of this project~~beyond.

Company History and the Company's expectation of further demand growth in water-activated tapes, in the third quarter of 2017, the Company began an initiative to double the capacity at the Midland, North Carolina facility ("Midland Expansion Project") by adding a second production line for an additional expected investment of $14.0 to $16.0 million. In February 2019, the Company successfully commissioned its second water-activated tape line as planned in terms of timeline and in line with expected capital expenditures. Total capital expenditures for this project from inception to completion totalled $13.4 million.Significant Acquisitions

On September 16, 2016, ~~IPG Mauritius Ltd., a newly formed subsidiary of~~ the Company, under a share purchase agreement, dated September 2, 2016, purchased a 74% ownership stake in Powerband Industries Private Limited ("Powerband"), a global supplier of acrylic adhesive-based carton sealing tapes and stretch films located in Daman, ~~India, with the remaining 26% continuing to be held by the Desai family which founded the company in 1994.~~India. The Company paid an aggregate purchase price of $41.9 million, net of cash acquired. At the time, the Company also entered into various option agreements with the minority shareholders for the transfer of the remaining shares of Powerband under certain limited circumstances. On July 4, 2017, the Company and the minority shareholders executed a binding term sheet that confirmed that the Company's call option on all of the shares owned by the minority shareholders had been triggered and substantially reaffirmed the exit terms of the share purchase agreement. On November 16, 2018, the Company closed on ~~the~~its exercised call option to acquire the outstanding 26% interest in Powerband for $9.9 million and now owns all of the issued and outstanding common shares of Powerband.

In ~~2016,~~2021, the Company ~~approved a plan~~changed the legal name of Powerband to expand Powerband's production capacity within the Daman, India manufacturing facility and to expand capacity by investing in the construction of a greenfield manufacturing facility in Dahej, India (the “Powerband Investment Projects”IPG Asia Private Limited ("IPG Asia"). Capital expenditures for the Powerband Investment Projects was estimated to total approximately $18.0 to $20.0 million. The plan for the additional capacity in the preexisting manufacturing facility was completed mid-2017. The Company completed the commissioning of production processes associated with the greenfield carton sealing tape manufacturing facility in Dahej, India in the third quarter of 2019. Total capital expenditures from inception to completion totalled $21.4 million of which $1.5 million was spent in 2016, $7.3 million in 2017, $6.9 million in 2018, and $5.7 million in 2019.

In 2017, the Company purchased 99.7% of the issued and outstanding shares of Capstone Polyweave Private Limited, a newly-formed enterprise in India (doing business as "Capstone") for cash consideration of $5.1 million, net of cash acquired. The Company’s investment in Capstone ~~is intended to reinforce~~reinforced its strategic position in woven products through vertical integration. At the time, the Company agreed to maintain a minimum 55% interest in Capstone ("Capstone Partnership") for total cash consideration of approximately $13 million, financed with funds available under its credit facilities.

As part of the Capstone Partnership, the Company partnered with the non-controlling shareholders of Capstone, who were also the shareholders and operators of Airtrax Polymers Private Limited (doing business as "Airtrax"). Airtrax manufactures and sells woven products that are used in various applications, including applications in the building and construction industry. On May 11, 2018, the Company acquired substantially all of the assets and assumed certain liabilities of Airtrax. As part of the agreement, the minority shareholders of Capstone contributed in kind certain assets and liabilities valued at $13.4 million and formerly attributed to Airtrax’s woven product manufacturing operations in exchange for newly-issued shares of Capstone. On August 10, 2018, the Company acquired additional existing and newly-issued shares of Capstone in exchange for $3.6 million in cash as part of the same overall transaction. As a result of these transactions, the Company established a controlling 55% ownership stake in Capstone with the minority shareholders of Capstone owning 45%, and concluded the set-up of the intended ownership structure of Capstone.

As part of the Capstone Partnership, the Company approved a plan for the construction of a greenfield manufacturing facility in Karoli, India to produce woven products primarily for the Company's global distribution ("Capstone Greenfield Project"). The Capstone Greenfield Project began in 2017 with an expected cost of approximately $28.0 to $32.0 million in total. In 2019 the Company successfully completed the Capstone Greenfield Project and after a brief ramp up period is operating at full capacity. Total capital expenditures from inception to completion totalled $28.7 million of which $8.4 million was incurred in 2017, $16.9 million in 2018 and $3.4 million in 2019.

On July 1, 2017, the Company acquired substantially all of the assets of Canadian Technical Tape Ltd. (d/b/a "Cantech"), formerly a ~~privately~~private company and a North American supplier of industrial and specialty tapes based in Montreal, for an aggregate purchase price of $67.0 million, net of cash acquired. The ~~assets included the shares of Cantech Industries Inc., Cantech’s US subsidiary (collectively, the “Cantech Acquisition”). The Cantech Acquisition~~acquisition enhanced the Company's product offering and added additional distribution channels for the Company's products in Canada, the US and Europe. In the third quarter of 2018, the Company announced that it would close Cantech's Johnson City, Tennessee manufacturing facility to further expand on operational synergies gained from the Cantech Acquisition. The Company closed the Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. In April of 2019, the Company announced that it would close Cantech's Montreal, Quebec manufacturing facility and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the manufacturing facility at the end of 2019.

On August 3, 2018, the Company acquired 100% of the outstanding equity value in Polyair Inter Pack Inc. (“Polyair”) for an aggregate purchase price of $145.0 million, net of cash acquired. Polyair ~~formerly a private company,~~ is in the protective packaging business with seven manufacturing facilities and a distribution center in North America. Polyair's products include bubble cushioning, foam, mailers and inflatable systems. The acquisition strengthened the Company's product bundle and brings additional scale in protective packaging solutions.

On December 17, 2018, the Company acquired substantially all of the operating assets of Maiweave, LLC ("Maiweave") for an aggregate purchase price of $20.8 million, net of cash acquired. Maiweave products are used in applications such as grain and salt pile covers, pit and pond liners, shelter fabrics, outdoor media, and lumber mill packaging. The acquisition strengthened the Company's existing product bundle and adds additional capacity and scale in woven products.

On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (together "Nortech" or the "Nortech Acquisition") for an aggregate purchase price of $46.5 million, net of cash balances acquired and including potential earn-out consideration of up to $12.0 million ~~contingent upon certain future performance measures of the acquired assets to be determined following the two-year anniversary of the acquisition date.~~(discussed below). Excluding working capital adjustments, cash balances acquired and the contingent consideration noted above, the purchase price was $36.5 million. As of the date of the Nortech Acquisition, the Company determined it probable that the entire amount of contingent consideration would be paid after the two year anniversary date. During the second quarter of 2020, management concluded that any payment toward this obligation was no longer probable due to the impact of, and macroeconomic events resulting from, COVID-19 since the date of acquisition and the continued uncertainty surrounding the pandemic. As a result, the Company recorded an adjustment to the related liability, with an off-setting gain (net of accretion expense) recorded in finance costs in other finance expense (income), net. Nortech manufactures, assembles and services automated packaging machines. The custom-infeed and robotic solutions for packaging applications are designed for cartoning, case-packing, case-erecting, pouch-packaging and palletizing. The acquisition expanded the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging. The acquisition also ~~adds~~added engineering automation and integrated robotic design talent to the Company’s existing engineering and design teams. The Company expects these new capabilities will allow it to service customers experiencing growth pressures that require a customized automation solution.


			B.			~~BUSINESS OVERVIEW~~

~~The~~In connection with the Nortech Acquisition, the Company ~~is a recognized leader~~was required to pay up to $12.0 million to the former owners of Nortech based on certain profit thresholds as defined in the ~~development, manufacture~~asset purchase agreement, measured over the two-year period following the date of acquisition. As of the date of the Nortech Acquisition, management determined it probable that the entire amount of contingent consideration would be paid after the two year anniversary date. However, subsequent to the acquisition and ~~sale~~following the expiration of ~~a variety~~the two-year period ended February 11, 2022, management concluded that any payment toward this obligation was no longer required as the minimum threshold for the additional consideration payment was not achieved.

During the second half of ~~paper-~~2021, management began to implement acquisition integration process improvements that were previously delayed by COVID-19 to both scale production and ~~film- based pressure sensitive~~optimize the cost and ~~water-activated tapes, polyethylene~~pricing structure at its Nortech manufacturing facility, which is expected to add long-term value to the Company, despite slower than anticipated revenue and ~~specialized polyolefin films, protective packaging, engineered coated products~~lower than expected profit margins during 2020 and packaging machinery for industrial and retail use. The Company provides packaging and protective solutions for industrial markets in North America, Europe and other geographies. Headquartered in Montreal, Quebec and Sarasota, Florida, IPG employs approximately 3,600 employees with operations in 31 locations, including 21 manufacturing facilities in North America, four in Asia and one in Europe as of March 12, 2021.

2322

~~indicator, sheathing, sports~~On July 30, 2021, the Company acquired 100% of the outstanding equity in Nuevopak Global Limited ("Nuevopak") for an aggregate purchase price of $43.0 million, net of cash balances acquired (the "Nuevopak Acquisition"). This amount includes potential earn-out consideration of up to $9.0 million to be paid upon the achievement of certain operational milestones within three years from the date of closing. Excluding working capital adjustments, cash balances acquired and ~~reinforced filament tapes;~~the contingent consideration noted above, the purchase price was $34.8 million. Nuevopak designs and develops a range of machines that provide void-fill and cushioning protective packaging solutions ~~including inflatable systems, mailer products, bubble cushioning,~~primarily targeting protective paper void fill, thermal solutions and protective foam roll stock; stencil products; shrink film; stretch wrap; lumber wrap, structure fabrics, geomembrane fabrics; and non-manufactured flexible intermediate bulk containers. Most of the Company’s products are made from similar processes. A vast majority of the Company’s products, while brought to market through various distribution channels, generally have similar economic characteristics.

The Company has assembled a broad range of products by leveraging its manufacturing technologies, research and development capabilities, global sourcing expertise and strategic acquisitions. Over the years,packaging solutions. Nuevopak supplies the Company ~~has made a number of strategic acquisitions intended~~with paper dispensing machines and converted paper for protective packaging distribution in North America. Nuevopak is headquartered in Hong Kong with subsidiaries in Jiangmen, China and Scheden, Germany. The Nuevopak Acquisition is expected to ~~offer~~further strengthen the Company's product bundle and secure a broader ~~range~~suite of ~~products to better serve its markets. The Company’s extensive product line permits~~sustainable packaging solutions, while enabling the Company to ~~offer tailored solutions~~secure dispensing machine supply, vertically integrate its paper converting operation, and expand its market share.

On January 13, 2022, the Company acquired substantially all of the operating assets of Syfan Manufacturing, Inc. ("Syfan USA") for $18.0 million, subject to post-closing adjustments. Syfan USA manufactures polyolefin shrink film products at a facility in Everetts, North Carolina and serves customers in a variety of end use applications. The acquisition of Syfan USA is expected to expand the Company's existing shrink film production capacity in North America, allowing the Company to better service the growing demand of its customer base.

On March 7, 2022, the Company entered into the Arrangement Agreement to be acquired by the Purchaser. Under the terms of the Arrangement Agreement, the Purchaser agreed to acquire all of the outstanding shares of the Company for CDN$40.50 per share in an all-cash transaction valued at approximately US$2.6 billion, including net debt. Upon completion of the Acquisition, all the shares of the Company will be held by the Purchaser, and the Purchaser intends to cause the Company to have its shares delisted from the TSX. The Acquisition, which will be effected pursuant to a ~~wide range~~court-approved plan of ~~end-markets.~~arrangement under the Canada Business Corporations Act, is expected to close in the third quarter of 2022. The ~~Company's largest end-markets as~~Acquisition is not subject to a financing condition but is subject to customary closing conditions, including receipt of ~~December 31, 2020 were: general manufacturing, fulfillment/e-commerce, food~~shareholder, regulatory and ~~beverage, building and construction, retail and transportation.(1)~~court approvals. For a copy of the Arrangement Agreement, see Exhibit 4.9 to this Form 20-F.

~~(1)Represents management estimates as the Company does not have access to exact point of sale data.~~

Overview of Periods

~~2018~~

~~Acquisitions and Other Investments~~

On August 3, 2018, the Company acquired 100% of the outstanding equity value in Polyair, a formerly a private company, in the protective packaging business with seven manufacturing facilities and a distribution center in North America. Polyair's products include bubble cushioning, foam, mailers and inflatable systems. The acquisition strengthens the Company's product bundle and brings additional scale in protective packaging solutions.

On December 17, 2018, the Company acquired substantially all of the operating assets of Maiweave, an integrated US manufacturer of engineered coated polyolefin fabrics. This acquisition strengthens the Company's product bundle, provides additional scale to support growing demand in woven products, and adds capacity that is in close proximity to growing markets.

~~The Polyair Acquisition and Maiweave Acquisition are further described above in the Section above entitled "History and Development of the Company."~~

Additionally, as part of the Capstone Partnership, on May 11, 2018, the Company acquired substantially all of the assets and assumed certain liabilities of Airtrax. Under the new arrangement, the Company controls a fully-operative woven manufacturing facility in Chopanki, India and is continuing to partner with the minority shareholders of Capstone to serve the transferred Airtrax customers. As part of the agreement, the minority shareholders of Capstone contributed in kind certain assets and liabilities valued at $13.4 million formerly attributed to Airtrax’s woven product manufacturing operations in exchange for shares of Capstone and the Company acquired additional shares of Capstone in exchange for $3.6 million in cash. As a result of these transactions, the Company now has a controlling 55% ownership stake in Capstone with the minority shareholders of Capstone owning 45%, concluding the final steps of the ownership structure of the Capstone Partnership.~~Details on the Capstone Partnership are further described above in the Section above entitled "History and Development of the Company."~~

On November 16, 2018, the Company closed on its previously exercised call option to acquire the outstanding 26% interest in Powerband for $9.9 million. The Company held the option under a shareholders' agreement with the minority shareholders of Powerband. The Company now owns all of the issued and outstanding common shares of Powerband. The Company had already transitioned all management responsibilities to a Company-appointed senior management team, so this transaction has not had any impact on day-to-day operations. Details on Powerband are further described in the Section entitled "History and Development of the Company."

~~Capital Expenditures~~

Capital expenditures during 2018 totalled $75.8 million, and were primarily to support the following strategic and growth initiatives: the Capstone Greenfield Project ($16.9 million), the expansion project at the Midland manufacturing facility ($8.0 million), the Powerband Investment Projects ($6.9 million), the shrink film capacity expansion at the Tremonton, Utah manufacturing facility ($4.8 million), and the expansion of the Company’s specialty tape product offering ($1.0 million). Details of the Midland Expansion Project, the Capstone Greenfield Project and the Powerband Investment Project, are further described above in the Section entitled "History and Development of the Company."

~~Other Significant Events~~

In February 2018, one of the Company’s wholly-owned subsidiaries entered into a partially forgivable loan for up to €8.2 million ($10.2 million). The loan was entered into with Agencia para Investmento Comercio Externo de Portugal, EPE, the Portuguese agency for investment and external trade, as part of financing a capital expansion project. Based on the terms of the agreement, 60% of the loan will be forgiven in 2022 based on satisfying certain 2021 targets, including financial metrics and headcount additions. The partially forgivable loan is non-interest bearing and semi-annual installments of principal are due beginning in December 2020 through June 2026.

On February 6, 2018, Capstone entered into an Indian Rupee ("INR") 975.0 million ($15.0 million) unsecured credit facility consisting of an INR 585.0 million ($9.0 million) term loan facility for financing capital expenditures and a INR 390.0 million ($6.0 million) working capital facility. The credit facility bears interest based on the prevailing Indian Marginal Cost-Lending Rate or USD Libor Rate and matures in June 2023. Funding under the 2018 Capstone Credit Facility is not committed and could be withdrawn by the lender with 15 days' notice.

On March 7, 2018, the Board of Directors approved the addition of restricted share units ("RSUs") as an available cash-settled award type under the Amended and Restated Performance and Restricted Share Unit Plan ("PRSU Plan"). Grants of RSUs to employees of the Company are on a discretionary basis and subject to the Board of Directors’ approval. The purpose of a RSU is to provide award holders with a proprietary interest in the Company to: (a) increase the incentives of those award holders who share primary responsibility for the management, growth and protection of the business of the Company; (b) furnish an incentive to such award holders to continue their services for the Company; and (c) provide a means through which the Company may attract potential employees.

~~On June 7, 2018, the Board of Directors appointed Mr. James Pantelidis as the new Chairman of the Board following the retirement of the former Chairman, Mr. George J. Bunze.~~

On June 14, 2018, the Company entered into a five-year, $600.0 million credit facility (“2018 Credit Facility”) with a syndicated lending group, refinancing and replacing the Company's previous $450.0 million credit facility that was due to mature in November 2019. The 2018 Credit Facility consists of a $400.0 million revolving credit facility and a $200.0 million term loan. The term loan amortizes $65.0 million until March 2023 ($5.0 million in 2018, $10.0 million in 2019, $12.5 million in 2020, $15.0 million in 2021, $17.5 million in 2022, and $5.0 million in 2023), and the remaining balance of the 2018 Credit Facility is due upon maturity in June 2023. The 2018 Credit Facility also includes an incremental accordion feature of $200.0 million, which enables the Company to increase the limit of this facility (subject to the credit agreement's terms and lender approval) if needed. The 2018 Credit Facility matures on June 14, 2023 and bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate, the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 25 and 250 basis points depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio. In securing the 2018 Credit Facility, the Company incurred debt issue costs amounting to $2.7 million. For a copy of the 2018 Revolving Credit Facility Agreement, as amended, see Exhibit 4.6 to this Form 20-F.

On July 4, 2018, Powerband entered into an INR 1,300.0 million ($19.0 million) credit facility (“2018 Powerband Credit Facility”), replacing Powerband's previous outstanding term loan and revolving line of credit. In December 2018, Powerband amended the 2018 Powerband Credit Facility to reallocate and increase its credit limit by INR 100 million ($1.4 million). Borrowings under the Powerband Credit Facility are secured by a charge on certain current and fixed assets of Powerband. Funding under the 2018 Powerband Credit Facility is not committed and could be withdrawn by the lender with 10 days' notice. During 2020, the term loan portion of the Powerband Credit Facility was repaid in full while the working capital facility in the amount of INR 375 million ($5.1 million) continues to remain available.

On July 18, 2018, the TSX approved the renewal of the Company's NCIB, under which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2019. The purchases by the Company will be effected through the TSX or other alternative trading systems in Canada, and will be executed at the market price of the shares at the time of the purchase.

On September 12, 2018, the Company made an $11.3 million discretionary contribution to its US defined benefit pension plans. These plans are now wholly funded on an accounting basis and as a result, the Company expects to reduce future contribution requirements and certain plan administration expenses.

In the third quarter of 2018, the Company announced that it would close the Johnson City, Tennessee manufacturing facility to further expand on operational synergies gained from the Cantech Acquisition. The Company closed

the Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. The Cantech Acquisition is further described above in the Section entitled "History and Development of the Company."

On October 15, 2018, the Company completed the private placement of $250.0 million 7% senior unsecured notes due in 2026 (the "Senior Unsecured Notes"). The Senior Unsecured Notes resulted in net proceeds to the Company, after deducting $5.1 million in debt issue costs, of approximately $244.9 million. The Company used the net proceeds from the Senior Unsecured Notes to repay a portion of the borrowings outstanding under the 2018 Credit Facility and to pay related fees and expenses, as well as for general corporate purposes. The Company believes the Senior Unsecured Notes provide optimal flexibility to allocate capital to the business at a fixed interest rate. For a copy of the Senior Unsecured Notes indenture, see Exhibit 2.3 to this Form 20-F.

2019

Capital Expenditures

In 2016, the Company approved a plan to expand IPG Asia's existing production capacity at the Daman, India manufacturing facility and to add capacity by investing in the construction of a greenfield manufacturing facility in Dahej, India (together, the “IPG Asia Investment Projects”). Capital expenditures for the ~~year ended December 31, 2019 totalled $48.2 million and were primarily to support the end stages of the Powerband~~IPG Asia Investment Projects ~~($5.7 million)~~was estimated to total approximately $18.0 to $20.0 million. The plan for the additional capacity in the preexisting manufacturing facility was completed mid-2017. The Company completed the commissioning of production processes associated with the greenfield carton sealing tape manufacturing facility in Dahej, India in the third quarter of 2019. Total capital expenditures from inception to completion totalled $21.4 million of which $1.5 million was spent in 2016, $7.3 million in 2017, $6.9 million in 2018, and $5.7 million in 2019. Subsequent production ramp up to optimal operating efficiency and order book generation was slower than initially anticipated and was completed during 2021. The manufacturing facility now operates at near optimal operating efficiency and provides a material, positive contribution to the ~~Capstone Greenfield Project ($3.4 million) and various other smaller-scale strategic and growth initiatives, including projects to support the integration of acquired operations.~~Company.

In 2019, the Company completed the construction of a greenfield manufacturing facility in Karoli, India as part of its partnership with Capstone Polyweave Private Limited ("Capstone Greenfield Project") to produce woven products. Total capital expenditures from inception to completion totalled $28.7 million of which $8.4 million was incurred in 2017, $16.9 million in 2018 and $3.4 million in 2019. The Company successfully completed the Capstone Greenfield Project and after a brief ramp up period is now operating at full capacity. The investment decision to build a woven product greenfield facility in India has met its objective through both structurally and materially improving the profitability and contribution to results of this business.

~~The Company completed~~Capital expenditures for the ~~commissioning of production processes associated with~~year ended December 31, 2019 totalled $48.2 million and were primarily to support the ~~greenfield carton sealing tape manufacturing facility as part~~end stages of the ~~Powerband~~IPG Asia Investment ~~Projects. Subsequent production ramp up~~Projects ($5.7 million) and the Capstone Greenfield Project ($3.4 million) and various other smaller-scale strategic and growth initiatives, including projects to optimal operating efficiency and order book generation is expected to be slower than initially anticipated and as a result, sales from this manufacturing facility did not make a significant contribution to results in 2019 or 2020. The Company does not expect to achieve an after-tax internal ratesupport the integration of ~~return greater than 15% on this investment based on the original plan for the facility but continues to assess plans to optimize this asset.~~acquired operations.

Other Significant Events

In April of 2019, the Company announced that it would close its Montreal, Quebec manufacturing facility to further expand on operational synergies gained from the Cantech ~~Acquisition~~acquisition and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the

manufacturing facility at the end of 2019. The Cantech ~~Acquisition~~acquisition is further described above in the Section entitled ~~"History~~"Company History and ~~Development of the Company.~~Significant Acquisitions."

On June 6, 2019, the Company announced the appointment of Ms. Dahra Granovsky, of Toronto, Ontario, as a new board member of the Company.

On July 17, 2019, the Company and its syndicated lending group amended ~~the~~ its five-year, $600.0 million credit facility (“2018 ~~Revolving~~ Credit ~~Facility~~Facility”) to, among other things, revise the two financial covenant thresholds to account for the associated impacts of new lease accounting guidance implemented on January 1, 2019 requiring operating leases to be accounted for as debt (with corresponding interest payments). The amendment ~~provides~~provided that the consolidated secured net leverage ratio must not be more than 3.70 to 1.00 (previously 3.50 to 1.00), with an allowable temporary increase to 4.20 to 1.00 (previously 4.00 to 1.00) for the quarter in which the Company consummates an acquisition with a price not less than $50 million and the following three quarters. The amendment also ~~provides~~provided that the consolidated interest coverage ratio must not be less than 2.75 to 1.00 (previously 3.00 to 1.00). In addition, the 2018 Credit Facility ~~has~~had certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions. For a copy of the 2018 ~~Revolving~~ Credit Facility Agreement, as amended, see Exhibit 4.6 to this Form 20-F. During 2021, the Company re-financed its 2018 Credit Facility, which now consists of a $600 million revolving credit facility and an incremental accordion feature of $300 million due to mature in June 2026 ("2021 Credit Facility"), and provides a more favourable covenant structure and increased flexibility to the Company as compared to 2018 Credit Facility. The 2021 Credit Facility is further described below in the 2021 section entitled "Other Significant Events." For a copy of the 2021 Credit Facility Agreement see Exhibit 4.8 to this Form 20-F.

On July 19, 2019, TSX approved the renewal of the Company's NCIB, under which the Company iswas entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2020. There were no shares repurchased.

On August 7, 2019, the Board of Directors amended the Company’s dividend policy by increasing the annualized dividend by 5.4% from $0.56 to $0.59 per share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook.

2020

Acquisition

On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. for an aggregate purchase price of $46.5 million, net of cash balances ~~acquired. Excluding working capital adjustments, cash balances~~ acquired, ~~and the contingent consideration noted~~as further described above ~~the purchase price was $36.5 million.~~Nortech manufactures, assembles and services automated packaging machines. The custom-infeed and robotic solutions for packaging applications are designed for cartoning, case-packing, case-erecting, pouch-packaging and palletizing. The acquisition expanded the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging. The acquisition also adds engineering automation and integrated robotic design talent to the Company’s existing engineering and design teams. The Company expects these new capabilities will allow it to service customers experiencing growth pressures that require a customized automation solution.

The purchase price includes potential earn-out consideration of up to $12.0 million, contingent upon certain future performance measures of the acquired assets to be determined following the two-year anniversary of the acquisition date. These provisions require the Company to pay up to $12.0 million to the former owners of Nortech should the acquired assets generate an excess of certain profit thresholds as defined in the ~~asset purchase agreement, measured over the two-year period following the date of acquisition.~~

~~As of the date of the Nortech Acquisition, management determined it probable that the entire amount of contingent consideration would be paid after the two-year anniversary of the acquisition date,~~section entitled "Company History and ~~therefore recorded a $10.8 million financial liability in the opening balance sheet for Nortech, representing the discounted net present value of the $12.0 million potential obligation.~~

During the second quarter of 2020, management concluded that any payment toward this obligation was no longer probable due to the impact of, and macroeconomic events resulting from, COVID-19 since the date of acquisition and the continued uncertainty surrounding the pandemic. The COVID-19 pandemic has created, what management believes to be, short-term changes in market conditions surrounding Nortech's legacy business including: delays in customer approvals on new machines and installations and changes in customer capital expenditure behavior resulting in significantly fewer orders from successful lead generation. In addition, new product opportunities currently in the early design stages are expected to experience some delay.

As of December 31, 2020, management continues to believe that any amount of payment toward this obligation is not probable for the same reasons and, therefore, the Company continues to estimate the fair value of the obligation to be nil. The fair value of the contingent consideration will continue to be reassessed at each reporting date with any changes to be recognized in earnings in finance costs in other finance expense (income), net.Significant Acquisitions."

Capital Expenditures

Capital expenditures for the year ended December 31, 2020 totalled $45.8 million and were primarily for investments in e-commerce-related production capacity, maintenance needs, initiatives supporting the efficiency and effectiveness of operations and other strategic initiatives. ~~All of the Company's strategic and growth initiatives are expected to yield an after-tax internal rate of return greater than 15%.~~

Other Significant Events

Beginning in December 2019, COVID-19 has been spreading rapidly through the world, including the United States, Canada, India and Europe (where, collectively, significant portions of the Company’s operations are located and its sales occur). Variants of COVID-19 have been reported in certain countries. The impact of the virus varies from region to region and from week to week. During 2020, the Company has implemented measures to prioritize the health and safety of its employees while protecting its assets, customers, suppliers, shareholders and other stakeholders, Details on the Company's response to COVID-19 are further described above in the Section entitled "Risk Factors" as well as below in the Section entitled "Human Capital".

On July 21, 2020, TSX approved the renewal of the Company's NCIB, under which the Company iswas entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2021. The purchases by the Company will be effected through the TSX or other alternative trading systems in Canada, and will be executed at the market price of the shares at the time of the purchase. As of March 12, 2021, thereThere were no shares repurchased.

On October 15, 2020, the Company announced the appointment of Ms. Jane Craighead and Mr. Chris R. Cawston, each of Ontario, Canada as new board members of the Company.

On November 11, 2020, the Board of Directors amended the Company’s dividend policy by increasing the annualized dividend by 6.8% from $0.59 to $0.63 per common share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook.

2021

Acquisitions

On July 30, 2021, the Company acquired 100% of the outstanding equity in Nuevopak Global Limited for $43.0 million, net of cash balances acquired, as further described above in the Section entitled "Company History and Significant Acquisitions."

Capital Expenditures

Capital expenditures for the year ended December 31, 2021 totalled $81.3 million and consisted primarily of approximately $43 million to expand production capacity in the Company's highest growth product categories, specifically water-activated tape, wovens, protective packaging and films, as well as approximately $17 million for cost savings initiatives and digital transformation and approximately $21 million for regular maintenance.

By installing new capacity within its existing footprint, the Company expects these capacity expansion projects will provide shorter-term investment horizons and return profiles that will exceed 20% in after-tax internal rates of return. The Company is investing directly into categories where it expects demand to exceed production in the near term. Based on its current capital plan for capacity expansion initiatives, the Company still anticipates generating approximately $100 million in incremental revenue on an annualized run-rate basis by the end of 2022, as well as additional growth into 2023 and beyond.

Other Significant Events

On June 8, 2021, the Company completed the private placement of $400 million aggregate principal amount of senior unsecured notes due June 15, 2029 ("2021 Senior Unsecured Notes"). The Company used the net proceeds from the 2021 Senior Unsecured Notes to redeem its previously outstanding $250 million 7.00% senior unsecured notes, which were scheduled to mature on October 15, 2026 (the “2018 Senior Unsecured Notes”), to repay a portion of the borrowings outstanding under its 2018 Credit Facility and to pay related fees and expenses, as well as for general corporate purposes. For a copy of the 2018 Senior Unsecured Notes indenture, see Exhibit 2.3 to this Form 20-F. For a copy of the 2021 Senior Unsecured Notes indenture, see Exhibit 2.4 to this Form 20-F.

On June 14, 2021, the Company entered into a new five-year, $600 million credit facility (“2021 Credit Facility”) with a syndicated lending group, amending and extending its 2018 Credit Facility, which was due to mature in June 2023. The 2021 Credit Facility consists of a $600.0 million revolving credit facility, as well as an incremental accordion feature of $300.0 million, which would enable the Company to increase the limit of this facility (subject to the credit agreement's terms and lender approval) to $900.0 million, if needed. The 2021 Credit Facility matures on June 12, 2026 and bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate (or a lender-approved comparable or successor rate), the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 10 and 235 basis points depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio. The 2021 Credit Facility provides a more favourable covenant structure and increased flexibility to the Company as compared to the 2018 Credit Facility. For a copy of the 2018 Credit Facility Agreement see Exhibit 4.6 to this Form 20-F. For a copy of the 2021 Credit Facility Agreement, see Exhibit 4.8 to this Form 20-F.

On July 23, 2021, TSX approved the renewal of the Company's NCIB, under which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2022. The purchases by the Company will be effected through the TSX or other alternative trading systems in Canada, and will be executed at the market price of the shares at the time of the purchase. As of March 11, 2022, there were no shares repurchased. In light of the Acquisition, the Company will not be repurchasing shares under the NCIB.

On August 10, 2021, the Board of Directors amended the Company’s dividend policy by increasing the annualized dividend by 7.9% from $0.63 to $0.68 per common share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook.

In response to the COVID-19 pandemic, the Company implemented measures to prioritize the health and safety of its employees while protecting its assets, customers, suppliers, shareholders and other stakeholders. The Company instituted paid leave for all U.S. employees for certain COVID-19-related reasons, implemented remote work practices where possible, and added significant safety protocols for those needing to be on site at manufacturing facilities. The Company's COVID-19 safety practices can be grouped into four main areas:

•PROACTIVE COMMUNICATION: Portal to facilitate communication, including weekly COVID-19 updates for operations managers and town halls for all staff conducted by the Company's senior management.

•PREVENTION: Cleaning and sanitization processes including disinfection using UVC light and ozone to sanitize areas and objects; social distancing, including camera monitoring to assess social distancing performance and wearables to alert workers when the adequate distance is not maintained and help with contact tracking; mandatory mask requirement; remote working; physical barriers; touchless entry and exit, and temperature monitoring; and thank you bonuses for employees electing to receive the vaccination.

•RESPONSE PLAN: Incident response and ‘ready-to-go’-resources including cleaning kits.

•BEST PRACTICE SHARING AND TECHNOLOGY: Knowledge transfer across locations managed by a dedicated corporate team, including a COVID-19 Best Practice Matrix, as well as the evaluation of technologies to manage risk and automate processes.

Details on the Company's response to COVID-19 are further described above in the Section entitled "Risk Factors."


			B.			BUSINESS OVERVIEW

The Company develops, manufactures and sells a variety of paper-and-film based pressure sensitive and water-activated tapes, stretch and shrink films, protective packaging, engineered coated products and packaging machinery for industrial and retail use. The Company provides packaging and protective solutions for industrial markets in North America, Europe and other geographies. Headquartered in Montreal, Quebec and Sarasota, Florida, the Company employs approximately 4,100 employees with operations in 34 locations, including 22 manufacturing facilities in North America, five in Asia and two in Europe as of March 11, 2022.

The Company’s products primarily consist of carton sealing tapes, including pressure-sensitive and water-activated tapes; packaging equipment; industrial and performance specialty tapes including masking, duct, electrical, foil, process indicator, sheathing, sports and reinforced filament tapes; protective packaging solutions including inflatable systems, mailer products, bubble cushioning, paper void fill, thermal solutions and protective foam roll stock; stencil products; shrink film; stretch wrap; lumber wrap, structure fabrics, geomembrane fabrics; and non-manufactured flexible intermediate bulk containers. Most of the Company’s products are made from similar processes. A vast majority of the Company’s products, while brought to market through various distribution channels, generally have similar economic characteristics.

The Company has assembled a broad range of products by leveraging its manufacturing technologies, research and development capabilities, global sourcing expertise and strategic acquisitions. Over the years, the Company has made a number of strategic acquisitions intended to offer a broader range of products to better serve its markets. The Company’s extensive product line permits the Company to offer tailored solutions to a wide range of end-markets. The Company's largest end-markets as of December 31, 2021 were: general manufacturing, fulfillment/e-commerce, food and beverage, building and construction, retail and transportation.(1)

(1)Represents management estimates as the Company does not have access to exact point of sale data.

(1) Products, Markets and Distribution

The Company's unique bundle of products positions it to serve the market with a broad and comprehensive range of packaging, protective and industrial product solutions. The Company believes that its broad and unique product bundle is a key competitive advantage. The portfolio of products is valuable to the Company’s customers as it contributes to the flexibility of its distributor partners by allowing them to offer a solutions-oriented approach to address specific end user needs, creates operating efficiencies and lowers operating costs. Management believes this flexibility is unique to the Company and differentiates the Company from its competitors.

The Company's broad assortment of stocked products are available from distribution centers located in California and Virginia. These distribution centers are a key component of the Company's enhanced supply chain management strategy. Each distribution center offers a wide range of products which allows customers to benefit from access to the Company’s core products. Additionally, the Company has a distribution center located in Brockville, Ontario that services the Canadian market and a distribution center located in Sacramento which services the Northern California and Pacific Northwest geographies. As a result, the Company is able to efficiently supply a broad range of products following a customer order, which provides the intended flexibility to distributor partners while lowering their transaction costs.

(a) Tapes

The Company manufactures a variety of paper and film based tapes, including pressure-sensitive and water-activated carton sealing tapes, and industrial and performance specialty tapes including double-coated, duct, electrical and electronic, filament, flatback, foil, paper, polyethylene, process indicator, sheathing, sports and stencil products. The Company also provides complementary packaging systems which dispense and/or apply the companies pressure-sensitive and water-activated tape products.

Management believes the Company is the only packaging company that manufactures carton sealing tapes using all four adhesive technologies: hot melt, acrylic, natural rubber and water-activated. As a vertically integrated manufacturer, the Company believes it has distinctive capabilities, relative to its competitors, to produce its own film and adhesives used in the manufacture of its finished tape.

The Company’s tape products are manufactured and primarily sold under the Company’s ~~Intertape™~~Intertape®, American®, Anchor®, Cantech®, Central® and Tuck® brands to industrial distributors and retailers and are manufactured for sale to third parties under private brands.

For the years ending December 31, 2021, 2020, ~~2019,~~ and ~~2018,~~2019, tapes accounted for ~~59%~~52%, ~~57%~~54%, and ~~64%~~55%, respectively, of the Company’s revenue.

The Company’s tape products consist of three main product groups, Carton Sealing Tapes, Industrial & Specialty Tapes and Machinery.

Carton Sealing Tapes

Carton sealing tapes are sold primarily under the Intertape™ and Cantech® brands to industrial distributors and leading retailers, as well as to third parties under private brands. Management believes the Company is the only company that produces carton sealing tapes using all four adhesive technologies: hot melt, acrylic, natural rubber and water- activated. The Company also sells the application equipment required for the dispensing of its carton sealing tapes.

Hot Melt Tape

Hot melt carton sealing tape is a polypropylene film coated with a synthetic rubber adhesive which is suitable for a wide range of applications. Typical applications include manual and automatic box sealing for industries such as moving and storage, general shipping and mailing, fulfillment, food processing, pharmaceutical and general manufacturing, as well as

package repair and bundling. Some varieties can be used in cooler temperature applications (down to 35 degrees Fahrenheit) or to seal high recycled content boxes.

The Company’s primary competitors for this product are 3M Co., Shurtape Technologies LLC and Vibac Group.

Acrylic Tape

Acrylic carton sealing tape is a polypropylene film coated with a pressure-sensitive acrylic adhesive. The Company's product range can accommodate a variety of performance applications. This product is best suited for applications where resistance to aging, weathering and discoloration as well as ultraviolet light exposure tolerance, are important. Typical applications include manual and automatic box sealing for industries such as long-term storage, consumer and retail, food processing, produce, floral, and pharmaceutical. This product can be used in cooler temperature box sealing applications (down to 32 degrees Fahrenheit).

The Company’s primary competitors for this product are 3M Co., Primetac (Pitamas), Vibac Group and other imported Asian products.

Natural Rubber Tape

Natural rubber carton sealing tape is a polypropylene film coated with natural rubber adhesive and is unique among the carton sealing tapes because of its robust adhesion properties. This tape is ideally suited for conditions involving hot, dusty, humid or cold environments. Typical uses include moving and storage industry applications, as well as packaging and shipping. The Company’s primary competitors for this product are Vibac Group and imported products from Europe.

Water-Activated Tape

Water-activated carton sealing tape is typically manufactured using a filament reinforced kraft paper substrate and a starch based adhesive that is activated by water. Water-activated tape is used primarily in applications where a strong mechanical bond or tamper evidence is required. Typical end-use markets include retail fulfillment centers, third-party logistics providers (“3PLs”), furniture manufacturers and the apparel industry. The Company’s primary competitors for this product are Holland Manufacturing Co. Inc. and other imported products.

Industrial & Specialty Tapes

The Company produces the following industrial and specialty products sold primarily under the Intertape™, American®, Anchor®, Cantech® and Tuck® brands: double-coated, duct, electrical and electronic, filament, flatback, foil, polyethylene, paper, process indicator, sheathing, sports and stencil products.

Double-Coated Tape

Double-coated tape is manufactured from a paper, foam, or film substrate and is coated on both sides with a variety of adhesive systems. Double-coated tape also uses a release liner made from paper or film that prevents the tape from sticking to itself. Double-coated tape is typically used to join two dissimilar surfaces. The Company’s double-coated tape products are used across a range of markets that include aerospace, graphics, transportation, converting and nameplates. The Company’s primary competitors for this product are 3M Co., Tesa Tape, Inc., ~~Scapa Group plc.~~Schweitzer-Mauduit International, Inc. and imported Asian products.

Duct Tape

Duct tape is manufactured from a polyethylene film that has been reinforced with scrim and coated with natural/synthetic rubber blend adhesive or specialty polymer adhesives. Duct tape is primarily used by general consumers for a wide range of applications. Duct tapes are also used in maintenance, repair and operations, in the HVAC (heating, ventilation and air conditioning) markets, construction and in the convention and entertainment industries. The Company’s primary competitors for this product are Berry Global Inc., 3M Co., Shurtape Technologies, LLC. and imported Asian products.

Electrical and Electronic Tape

Electrical and electronic tape is manufactured from a number of different substrates, including paper, polyester, glass cloth and a variety of adhesive systems that include rubber, acrylic and silicone adhesives. Electrical and electronic tapes are engineered to meet stringent application specifications and many electrical and electronic tapes are Underwriters

Laboratories (UL) component listed. The Company’s primary competitors for this product are 3M Co., Nitto Denko, Saint Gobain and Bondtec.

Filament Tape

Filament tape is a film or paper-backed adhesive tape with fiberglass, polyester fibers embedded in the adhesive to provide high tensile strength. Primary applications for filament tape include temporary holding, bundling and unitizing (strapping), subsea umbilical cables (oil and gas), metal coil tabbing, and agricultural applications. The Company’s primary competitors for this product are 3M Co. and Shurtape Technologies, LLC.

Flatback Tape

Flatback tape is manufactured using a smooth kraft paper substrate and is typically coated with a natural rubber/SIS blended adhesive. Flatback tape is designed with low elongation and is widely used in applications such as splicing where the tape should not be distorted. Typical applications for flatback tape include splicing, printable identification tapes, label products and carton closure. The Company’s primary competitors for this product are 3M Co. and Shurtape Technologies, LLC.

Foil Tape

Foil tape is manufactured using an aluminum substrate and a variety of adhesive systems. The tape is designed for applications that range from HVAC, building and construction, aerospace, transportation, industrial, and general purpose. The products are UV resistant, have reflective and flame-retardant properties, and remain flexible to resist cracking and lifting around irregular or curved surfaces. The Company’s primary competitors for this product are 3M Co., Berry Global Inc. and Avery Dennison Corp.

Paper Tape

Paper tape is manufactured from a crepe paper substrate coated with a natural rubber or a synthetic rubber adhesive. Paper tape is used for a variety of performance and general purpose end-use applications. Product applications include paint masking (consumer, contractor, automotive, aerospace and marine), splicing, bundling/packaging, and general light duty applications. The Company’s primary competitors for this product are 3M Co., Shurtape Technologies, LLC, and Tesa Tape, Inc.

Polyethylene Tape

Polyethylene tapes are manufactured from a polyethylene film that is coated with a synthetic rubber adhesive. Polyethylene tapes are used primarily in the construction industries, restoration & remediation markets and entertainment & convention industry for a variety of applications including patching, stucco masking, seaming and sealing, bundling & wrapping, splicing & surface protection, vapor barrier, marine protection, tarp repair and carpet seaming. The Company's primary competitors for these products are Berry Global Inc. and ~~Scapa.~~Schweitzer-Mauduit International, Inc.

Process Indicator Tape

Process indicator tape (Type 1) is primarily paper-backed on which indicator lines are printed using different ink systems and are then coated with a variety of adhesive systems. These Type 1 process indicator tapes are designed to seal packs exposed to different sterilization processes (steam, ethylene-oxide, and plasma). The indicator tape distinguishes between items processed and unprocessed by color change indicator lines printed on the backing. The Company's primary competitors for these products are 3M Co., Johnson & Johnson, and a number of smaller manufacturers from various geographies.

Sheathing Tape

Sheathing tape is manufactured from a treated polypropylene film substrate coated with an acrylic adhesive. Sheathing tape is primarily sold into the building and construction industry for applications involving the sealing of joints and seams of housewrap, polyethylene vapor barrier material and other insulation materials that form the building envelope. The Company's primary competitors for these products are 3M Co. and Berry Global Inc.

Sports Tape

Sports tapes are manufactured from a cloth substrate and an adhesive coating. A variety of adhesive systems are used in the production of sports tapes. These tapes are used in the sports industry, both professional and amateur, as trainer’s tape and for various equipment protection applications. The Company’s primary competitors for this product are ~~Scapa~~Schweitzer-Mauduit International, Inc. and North American Tapes.

Stencil Products

Stencil products are manufactured from a range of poly films coated single or double sided with acrylic or rubber based adhesives. Stencil products are used in applications within the sign and monument manufacturing markets to protect a surface where high pressure blasting is required. The Company’s primary ~~competitors~~competitor for this product ~~are 3M Co. and~~is UBlast Stencil.

~~Machinery~~

~~Packaging Systems~~

The Company provides complementary packaging systems under the Better Pack® and Interpack™ brands. Machinery that makes up the Company’s complementary packaging systems include, but are not limited to, mechanical systems for case sealing applications with the use of long roll carton sealing tape, as well as water-activated tape produced by the Company and a variety of tape dispensers. These machines are used in production lines at the packaging level. They are also widely used in the fulfillment industries. These systems add value by providing efficient packaging processes to a variety of industrial customers. The Company’s primary competitors in this market are 3M Co., Loveshaw, BestPack, Marsh and Phoenix.

~~Packaging Automation~~

The Company provides automation solutions for industrial applications under the Nortech Packaging™ and Tishma Technologies™ brands. Solutions provided under these brands include the design, assembly and service of automated packaging systems such as custom infeed and robotics for carton sealing, case erecting, pouch packaging and palletizing applications. These solutions are commonly utilized in food packaging, pharmaceutical, e-commerce, confectionary, personal care, cosmetics and beverage applications. The Company's primary competitors in this market are ADCO Manufacturing, Combi Packaging Systems LLC, Delkor Systems Inc, Douglas Machine Inc. and Pearson Packaging Systems.

(b)Films

The Company manufactures shrink film and stretch wrap as well as a variety of polyethylene and specialized polyolefin films for industrial and retail use. As a vertically integrated manufacturer, the Company uses internally manufactured films to produce tape products. The Company’s film products are marketed under the Company’s brands including SuperFlex®

and StretchFlex® stretch wrap; ExlfilmPlus® and Exlfilm® shrink film. The Company's film products are marketed to industrial distributors and retailers and are manufactured for sale to third parties under private brands.

For the years ending December 31, 2021, 2020, ~~2019,~~ and ~~2018,~~2019, films accounted for 16%, 15%, 16%~~, 18%~~, respectively, of the Company’s revenue.

The Company primarily produces two film product lines: (1) SuperFlex® and StretchFlex® stretch wrap; and (2) ExlfilmPlus® and Exlfilm® shrink film.

Stretch Wrap

Stretch wrap is a single or multi-layer plastic film that can be stretched without application of heat and which has the characteristic of trying to return to its original length thereby applying force on the wrapped load. It is used industrially to wrap pallets of various products ensuring a solid load for shipping. The Company uses technology that it believes is state-of-the-art for the manufacturing of its stretch film products.

SuperFlex® is a high performance, light gauge stretch film which offers customers good security for their loads but at a low cost per load. Genesys®, Genesys®~~HT, Genesys®~~Ultra, ~~Genesys®Ultra Plus,~~ Prolite® and Orbit Air™ B are SuperFlex® brand products. Amtopp, Berry Global Inc., Malpack (Canada) and Paragon Films produce competitive products.

StretchFlex® is the Company’s regular duty, typically a heavier gauge of stretch film which also provides the customer with secure loads at a low price per pound. SFI, SSC, SFIII, Hand Wrap I, Hand Wrap II and Hand Wrap IV are StretchFlex® brand products. Competitors for this product include Berry Global Inc., Sigma Plastics Group and Amtopp.

Shrink Film

Shrink film is a specialty plastic film which shrinks under controlled heat to conform to a package’s shape. The process permits the over-wrapping of a vast array of products of varying sizes and dimensions with a single packaging line. ExlfilmPlus® and Exlfilm® are used to package paper products, food, toys, games, sporting goods, hardware and housewares and a variety of other products. The Company’s primary competitors for this product are Sealed Air Corp., Clysar LLC and Syfan SAAD.

The Company manufactures and markets a full line of protective packaging solutions: air pillows, bubble cushioning, mailers, paper void fill and cushioning, protective foam roll stock, protective packaging systems, thermal solutions and a complete line of anti-corrosion packaging products. The Company’s protective packaging products are marketed under the Company’s brand, ~~Polyair™~~Polyair(R), NuevopakTM and VCI2000(R) brands.

For the years ending December 31, 2021, 2020, ~~2019,~~ and ~~2018,~~2019, protective packaging accounted for 12%, 13%, 12%~~, 5%~~, respectively, of the Company’s revenue.

Air Pillows

Air pillows are manufactured from polyethylene film and are inflated at the point of use with an inflatable system. Air pillows are used as packaging material for void fill and cushioning applications. The Company's product line also includes bubble-on-demand solutions, which are manufactured from polyethylene film and inflated into a cushioning product at point of use with the same inflatable systems as air pillows. Typical end-use markets for air pillows and bubble-on-demand include e-commerce fulfillment, third-party logistics providers ("3PLs"), retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Pregis Corp., Sealed Air Corp., and Storopack, Inc.

Bubble Cushioning

Bubble cushioning, which is manufactured from polyethylene film and encapsulated air is one of the most commonly used forms of protective packaging for void fill and cushioning applications. Bubble cushioning is also used for wrapping and surface protection. Typical end-use markets for bubble cushioning include manufacturing, e-commerce fulfillment, third-party logistics providers ("3PLs"), retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Sealed Air Corp and Pregis Corp.

Mailers

The Company's mailer product line includes a complete line of padded paper mailers marketed under the ~~Curby™~~Curby® brand, as well as paper bubble mailers, plastic bubble mailers and polyethylene courier mailers marketed under the ~~Polyair™~~Polyair® brand. Mailers are durable and lightweight, can be custom printed, and available in standard sizes. The Company’s primary competitors for this product are PAC Worldwide and Sealed Air Corp.

Paper Void Fill & Cushioning

Paper void fill and cushioning consists of kraft paper which is automatically crumpled at the point of use with a paper system machine. Typical end-use markets for paper void fill and cushioning include manufacturing, e-commerce fulfillment, 3PLs, retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Pregis Corp., Ranpak, Sealed Air Corp., and Storopack, Inc.

Protective Foam

Protective foam is a low-density polyethylene product that protects and cushions. Protective foam products provide an excellent surface protection and cushioning for everything from sporting goods to auto parts. These products also include specialized value-added products where films are laminated using both foam and bubble in the manufacturing process. The Company’s primary competitors for this product are Pregis Corp and Sealed Air Corp.

Protective Packaging Systems

The Company's Protective Packaging Systems consist of Inflatable Systems and Paper Systems that are marketed under the ~~AirSpace~~TMAirSpace® and PaperSpaceTM brands. Inflatable Systems are high performance machinery that deliver protective packaging materials such as air pillows and bubble-on-demand solutions at customer facilities. These systems are installed on-site for customers and offers users adjustable air-fill control, multiple pillow size selection and bubble on demand configurations. The Company's primary competitors for protective packaging systems include Pregis Corp, RanPak, Sealed Air Corp., and Storopack, Inc.

Thermal Solutions

The Company's thermal solutions product offering consists of metalized film laminated to bubble cushioning. These thermal solutions are available as metalized roll stock and as preformed metalized mailers. The Company also markets a range of thermal insulated packaging in the form of insulated mailers and packaging inserts. These products are typically used in cold chain shipments to help maintain consistent temperatures. The Company’s primary competitors for these products are Kodiak Kooler, PAC Worldwide, Pregis Corp, Sealed Air Corp. and TemperPack.

Vapor Corrosion Inhibitor ("VCI") Anti-Corrosion Packaging

The Company's VCI2000® brand anti-corrosion, nitrite-free packaging products are produced in a variety of forms such as VCI poly bags, VCI papers, VCI emitters, and VCI films. When metal objects are packed in the Company's VCI products, the VCI molecules volatilize and migrate with the air, then condense on all metal surfaces, reaching exposed and recessed areas which protects these surfaces from corrosion. The Company's primary competitors for these products are Cortec, Zerust, Daubert Cromwell and Armor.

(d) Engineered Coated Products

The Company develops and manufactures innovative industrial packaging, protective covering, barrier and liner products utilizing engineered coated polyolefin fabrics, nonwovens and other laminated materials. Its products are sold through multiple channels in a wide number of industries including membrane structures, building and construction, oil and gas, lumber, and agriculture.

The Company’s engineered coated fabrics are categorized in four markets: building and construction, agro-environmental, specialty fabrics, and industrial packaging. For the years ending December 31, 2021, 2020, ~~2019,~~ and ~~2018,~~2019, engineered coated fabric products accounted for 13%, ~~14%~~13% and ~~12%~~14%, of the Company’s revenue, respectively.

Building and Construction Products

The Company’s building and construction product group includes protective wrap for kiln dried lumber, membrane barrier products such as house wrap, window and door flashing, membrane structure fabrics used in clear span buildings, synthetic roof underlayment, and insulation facing, which are used directly in residential and commercial construction. The Company also supplies packaging over-wrap sleeves for unitizing multiple bags of fiberglass insulation. The Company’s primary competitors for these products include Owens Corning, Berry Global Inc., Dupont, and various producers from India, China and Korea.

Lumber wrap

The Company’s lumber wrap is used to package, unitize, protect and brand lumber during transportation and storage. The product is available in polyethylene or polypropylene coated fabrics printed to customer specifications. The Company’s primary competitor is Owens Corning.

Membrane Structure Fabrics

NovaShield® is a lightweight, wide-width, and durable polyolefin fabric used as the outer skin layer for membrane structures. The introduction and continuous improvement of the NovaShield® fabric in the membrane structure market has enabled membrane structure manufacturers to expand the use of this product beyond agricultural applications. New applications include agriculture barns, commercial and industrial structures, amphitheaters, recreational facilities, trade show pavilions, aircraft hangers, and casinos. Developments in the product line include NovaShield® Elite, a film laminated product with an industry leading 20-year warranty and a suite of products produced for the greenhouse market. The Company sells the Nova-Shield® fabrics to membrane structure manufacturers who design, fabricate, and install the structures. The Company’s primary competitors are Berry Global Inc. and a number of PVC (polyvinyl chloride) producers.

Roof Underlayment

The Company’s synthetic roof underlayments are installed on the roof before slate, tile or shingles for an extra layer of protection against water damage. The Company’s roofing underlayments are lighter and easier to install than standard #15 and #30 asphalt felts. To meet market needs, the Company has implemented a three-tiered (“Good, Better, Best”) approach in an attempt to reach all market segments. The Company’s primary competitors in this market are Owens Corning, GAF, a variety of roofing felt producers and a number of competitors from India, China and Korea.

Housewrap

The Company's housewrap products consist of polypropylene or polyethylene fabric coated with an advanced breathable coating. These breathable products protect the building during construction and allow vapor and condensation to escape from wall cavities. The Company's primary competitors of these products are Dupont and Berry Global Inc.

Flashing

The Company's flashing products are composed of polypropylene (PP) woven fabric with a highly aggressive pressure-sensitive adhesive and an easily removable split release liner. These products are designed to create a weather resistant barrier around door and window openings. The Company’s primary competitors are 3M and Dupont.

Agro-Environmental Products

The Company has developed a range of Agro-Environmental products, including bags for packaging glass-fiber insulation, fabrics designed for conversion into hay covers, grain pile covers, landfill covers, oil field membranes, and canal and pond liners. These fabrics are intended to provide protection during transit and storage and to line waterways and ponds to prevent loss of water and other liquids.

Geomembrane Fabrics

The Company’s AquaMaster® line of geomembrane fabrics is used as irrigation canal liners, golf course and aquascape pond liners, oil pad liners, hydraulic fracturing ponds and in aquaculture operations. The Company has a broad product offering in this market that includes the traditional extrusion coated woven substrates as well as manufacturing composite products composed of woven substrates laminated to other materials such as non-woven textiles and polyethylene film. The Company’s primary competitors for similar products include Berry Global Inc., and Owens Corning. Competitive products which may be used as substitutes are manufactured by GSE Environmental, Solmax and Raven Industries Inc.

Hay Wrap

Hay cover products are specially designed fabrics that function as protective covers, haystack covers, pit and pond liners and pool covers. The proprietary coating is used to enhance abrasion resistance, flex resistance, seam strength, UV resistance and longevity. The Company’s primary competitors for this product include offshore imports, as well as Owens Corning and Berry Global Inc.

Poultry Fabrics

Woven coated polyolefin fabrics are used in the construction of poultry houses in the southern US. Materials with high ultraviolet resistance are fabricated into side curtains that regulate ventilation and temperature in buildings. Poultry Fabrics

are also used for vapor barrier applications for the metal building industry. The Company’s primary competitor for this product is Berry Global Inc.

Tarpaulins

The Company's tarpaulin products consist of woven coated polyolefin fabrics used in building construction and remediation projects for protection against the elements, and as protective covers in agriculture applications. The Company’s primary competitor for this product line is Berry Global Inc.

Specialty Fabrics

Banner (Billboard and Poster Fabric)

The Company’s line of banner fabrics is composed of polyethylene substrates engineered for large-format printing applications such as billboards, posters and banners. Strong and light-weight making it the most environmentally responsible billboard fabric on the market. The Company’s primary competitors in this market are Berry Global Inc. and manufacturers from China and Korea.

Other Specialty Fabric

Products and applications of specialty fabrics include fabrics designed for conversion into pool covers, field covers, disaster relief materials, protective covers and construction sheeting, brattice cloth for mine ventilation, underground marking tapes, salt pile covers and industrial packaging. The Company has a broad product offering in this market that includes traditional extrusion coated woven substrates, as well as the manufacturing of composite products, which are composed of woven substrates laminated to other materials, such as non-woven textiles and foam. Primary competitors of the Company for these products include Berry Global Inc, and producers from China and Korea.

Industrial Packaging Products

The Company has a range of industrial packaging products used as protective covers that are used before and after the manufacturing process. These products are available in a variety of weights, widths and colors. Customers also have an option to develop brand awareness by having their logo printed on these products.

Metal Wrap

The Company’s woven and coated polyolefin metal wraps are designed to protect flat sheet and coiled metals during transit and storage. These products are available in both polyethylene and polypropylene, as well as polyethylene laminated to kraft paper for extra moisture protection. Primary competitors of the Company for these products include Owens Corning and several producers from China.

Other Industrial Packaging Products

The Company’s printed wrap is used to brand and protect a variety of products during transit and storage. For example, the Company’s product is used to cover small recreational vehicles (ATVs) during transportation from their manufacturing location to retail dealers. Primary competitors of the Company for this product include Owens Corning and Berry Global Inc.

(e) Packaging Machinery

Packaging Systems

The Company provides complementary packaging systems under the Better Pack® and Interpack™ brands. Machinery that makes up the Company’s complementary packaging systems include, but are not limited to, mechanical systems for case sealing applications with the use of long roll carton sealing tape, as well as water-activated tape produced by the Company and a variety of tape dispensers. These machines are used in production lines at the packaging level. They are also widely used in the fulfillment industry. These systems add value by providing efficient packaging processes to a variety of industrial customers. The Company’s primary competitors in this market are 3M Co., Loveshaw, BestPack, Marsh and Phoenix.

Packaging Automation

For the years ending December 31, 2021, 2020, and 2019, packaging machinery accounted for 5%, 5%, 3%, respectively, of the Company’s revenue.

Research and Development and New Products

The Company’s research and development efforts continue to focus on new products, technology platform developments, new production processes and formulations. As described in the sections that follow, the Company introduced 13 new products in 2021, 30 new products in 2020, and 43 new products in ~~2019, and 46 new products in 2018.~~

~~In 2018, the Company:~~

• ~~expanded its offering of process indicator tapes and double coated tapes,~~

• ~~introduced new products to bolster its stencil product offering,~~

• ~~further expanded its engineered coated products greenhouse fabric offering to include heavier gauge products,~~

•~~introduced a complete line of paper void fill and cushioning protective packaging products, and~~

•~~further expanded its thermal products protective packaging offering with the additional insulated packaging solutions to include insulated mailers and insulated package inserts.~~2019.

In 2019, the Company:

•expanded its offering to include additional polyethylene tapes for the building, construction and remediation industries,

•introduced a new industrial grade automotive refinishing tape to bolster its automotive after market offering,

•introduced a complete line of paper based void fill solutions for void fill and blocking & bracing applications targeted to the e-commerce market,

•further expanded its engineered coated products building and construction offering with additional non-woven laminates, and

•further expanded its offering of industrial tapes with an economy grade duct tape.

In 2020, the Company:

•introduced a new hand-tearable polyethylene film tape for use during outdoor stucco application and painting,

•introduced a new double sided tape targeted to the abatement market and specifically designed for poly draping applications,

•qualified the Company's non-woven materials, typically used to manufacture housewrap products, to be used in the production of personal protective equipment ("PPE"),

•qualified the Company's sheathing tape, typically used to create building vapor barriers, to be used in the emergency installation of temporary negative pressure wards, and

•repurposed our existing masking and duct tape products to be used as social distancing marking materials in businesses, schools and other institutions.

In 2021, the Company:

•introduced a new portable, manual water-activated tape dispenser in a small footprint that allows any size business to enjoy the carton sealing benefits of water-activated tape,

•introduced a heavy-duty flame retardant polyethylene tape ideal for healthcare facilities, institutional buildings, laboratories, shipyards and construction sites where flame retardant materials are required to add a critical layer of security of fire protection,

•launched a superior media blast stencil product offering for all double liner applications targeted to the sign and monument markets,

•introduced a new case sealer that automatically adjusts for each random size case processed and offers faster speeds with improved pneumatics,

•introduced a new bottom belt drive case sealer constructed for low to medium volume applications in a compact footprint to conserve valuable floor space at an economical cost,

•launched several improved heavy duty residential roof underlayment products produced at the Company's facility in India,

•introduced a lightweight, flame retardant gym floor protection material to replace PVC products currently being used, and

•launched several new heavyweight geomembrane products aimed at the water storage and irrigation delivery markets.

(2) Customer and Sales

The Company has strong and longstanding relationships with its customer base. The Company actively engages in sales and marketing activities to increase its value to its customers through ease-of-use initiatives and customer training. The Company's customers also value its commitment to offering competitively priced solutions, as demonstrated by the greater than 15-year average relationship tenure with the top ten customers.

Sales of products to customers located in the US, Canada and Germany accounted for approximately 79%, 10% and 2% of total sales, respectively, in 2021, 80%, 10% and 2% of total sales, respectively, in 2020, 80%, 9% and 2% of total sales, respectively, in ~~2019, 79%, 9% and 2% of total sales, respectively, in 2018.~~2019.

The Company’s customer base is diverse; however, there was one customer as of December 31, ~~2020~~2021 and ~~2019~~2020 with annual direct and indirect sales that accounted for ~~11% and 7%~~approximately 13%, ~~respectively,~~ of the Company's total revenue. No other customer exceeded more than 5% of the Company’s total revenue over the same time period.

3635

(3) Seasonality of the Company’s Main Business

The Company experiences some business seasonality that results in the Company’s efforts to effectively manage its working capital resources. Typically, a larger investment in working capital is required in quarters during which accounts receivable increase due to a higher level of sales invoiced towards the end of the quarter and inventory builds in anticipation of higher future sales. This working capital build normally unwinds later in the fiscal year. Furthermore, certain liabilities are accrued for throughout the year and are paid only during the first quarter of the following year.

Normal seasonality for tapes and films typically reflects a sequential improvement in sales volumes in the second half of the year. These sequential increases are usually driven by the same seasonal demand in anticipation of higher shipping volumes in line with that time of the year. This normal increase in sales volume in the third and fourth quarters is typically followed by a decline in sales in the first quarter.

Normal seasonality for protective packaging typically reflects a sequential improvement in sales volume in the fourth and first quarters of the year when sales are up for retail and fulfillment centers. This normal increase in sales volume in the fourth and first quarters is typically followed by a decline in sales in the second quarter.

Normal seasonality for engineered coated products typically reflects a sequential improvement in sales volumes in the second and third quarters of the year when construction activity tends to be higher. This normal increase in sales volume in the second and third quarters is typically followed by a decline in sales in the fourth quarter.

Normal seasonality for packaging machinery products typically reflects improvement in sales volumes in the third and fourth quarters of the year, while packaging dispensers see an increase in sales volume in quarters two and three prior to the holiday season. Custom packaging automation typically is not seasonal as it is driven by our customers' capital expenditure cycle.

(4) Equipment and Raw Materials

The Company purchases mostly custom designed manufacturing equipment, including extruders, coaters, slitters, finishing equipment, looms, printers, bag manufacturing machines and injection molds, from manufacturers located in the US, Western Europe and Asia, and participates in the design and upgrading of such equipment. The Company is not dependent on any one manufacturer for its equipment.

The majority of the ~~Company’s~~ raw materials for the Company's North American manufacturing facilities are sourced from North American manufacturers, although due to volatility in prices the Company occasionally sources raw materials from outside of North America. Raw materials for the Company's European and Asian manufacturing facilities are sourced primarily from Asia, the Middle East and Europe. Raw materials accounted for approximately ~~60%~~63%, ~~61%~~60% and ~~64%~~61% of reported cost of sales in 2021, 2020 ~~2019~~ and ~~2018.~~2019.

The major raw materials purchased for the Company’s tape products are polypropylene resin, polyethylene resin, synthetic rubber, hydrocarbon resin, and paper (crepe and kraft). Resins and synthetic rubber are generated from petrochemicals which are by-products of crude oil and natural gas.

The major raw material used in the Company’s film products is polyethylene resin. Polyethylene is a derivative of natural gas petrochemical by-products and/or crude oil.

The major raw materials used to produce the Company’s engineered coated products are polyethylene and polypropylene resins. Both of these products are petrochemical based products derived from crude oil and/or natural gas.

The major raw materials used in the production of the Company’s protective packaging products are polyethylene resin, paper and polyethylene film.

The major raw materials used in the production of the Company’s packaging machine products are steel, motors, control boards, microchips, sealing bars, blowers and extruded plastic parts.

The prices of most of the major raw materials noted above can be subject to significant volatility, primarily influenced by commodity price fluctuations for crude oil and natural gas, and pulp. In addition, while the Company maintains a number of suppliers for these raw materials, the Company is dependent on such suppliers to maintain the availability of the

Company’s raw materials. If any of its suppliers are unable to deliver raw materials to the Company for an extended period of time, there is no assurance that the Company’s raw material requirements would be met by other suppliers on acceptable terms, or at all, which could have a material adverse effect on the Company’s results of operations.

(5) Marketing Channels

The Company’s extensive product line permits the Company to offer tailored solutions to a wide range of end-markets including food processing, general manufacturing, fulfillment, transportation, building and construction, consumer, oil and gas, agriculture, aerospace, appliance, sports and entertainment, marine, composites, military and medical applications.

Tape, film and protective packaging products and systems are sold to the market through a network of paper, packaging and industrial distributors throughout North America.

Additionally, the Company sells products directly to large domestic and multinational end-users, as well as through the retail channel in North America. The Company’s engineered coated products are primarily sold directly to converters and original equipment manufacturers.

(6) Trademarks and Patents

The Company markets its tape products under the trademarks ~~Intertape™~~Intertape®, Central®, American®, TUCK®Tape, CANTECH® and various private labels. ~~The Company markets its machinery product lines under the trademarks Better Packages®, Interpack®, Nortech™ and Tishma™.~~

The Company's stretch films are sold under the trademark SuperFlex® and StretchFlex®. Its shrink wrap is sold under the registered trademark ExlfilmPlus® and Exlfilm®.

The Company markets its protective packaging products under the Polyair® ~~brand,~~and NuevopakTM brands, and a series of sub-brands which include AirSpace®, PaperSpace™, HexcelWrap™, Durabubble®, Durakraft™, ~~Edurabubble®~~Endurabubble®, Lamifoam®, Starfoam®, Starmover™, Ecolite®, Fastpak® and ~~Xpak.~~Xpak™.

The Company markets its engineered coated products, including polyolefin fabrics under the registered trademarks NovaShield®, NovaSeal®, NovaWrap™, NovaFlash®, AquaMaster®, Umbra®, NovaThene® and ~~NovaThene®~~Palisade®.

The Company markets its machinery product lines under the trademarks Better Packages®, Interpack™, Nortech™ and Tishma®.

The Company has approximately ~~239~~256 active registered trademarks, ~~114~~111 in the US, 74 in Canada, 1312 in Mexico, and 3859 in foreign jurisdictions, which include trademarks acquired from ~~American Tape,~~ Anchor, ~~Rexford Paper Company,~~ Central Products Company, The Crowell Corporation, ~~Flexia,~~ Better Packages, ~~TaraTape & Design®, TARA TAPE®,~~Polyair, Nuevopak Global Limited and ~~Polyair.~~Octo Packaging Limited. The Company currently has 1829 pending trademark applications, 613 in the US, and 1216 in foreign jurisdictions.

The Company has pursued US and foreign patents in select areas where it believes that unique products offer a competitive advantage in profitable markets. The Company’s ~~114~~121 granted patents and 2440 pending patent applications include: engineered coated products and film for which the Company has 1413 patents and 3 pending applications, tape products for which it has 5248 patents and 6 pending applications, adhesive products and manufacture for which it has 2724 patents and 70 pending applications, packaging or equipment for packaging for which it has 1732 patents and 730 pending applications, and other products for which it has 4 patents and 1 pending applications.

The Company considers its intellectual property to be a valuable asset that is material to its short-term and long-term prospects. As summarized in the Risk Factor titled "The Company may become involved in litigation relating to its intellectual property rights, which could have an adverse impact on its business," the Company uses various methods to protect its intellectual property. Such methods may not, however, provide complete or sufficient protection, and misappropriation may still occur.

(7) Competition

The Company primarily competes with other manufacturers of tertiary paper and plastic packaging products, pressure-sensitive adhesive products and woven-coated products. Some of these competitors are larger companies with greater financial resources than the Company. Management believes that competition, while primarily based on price and quality, is also based on other factors, including product performance characteristics and service.

The Company believes that one of its most important differentiating factors is the strength of its product bundle. The Company believes that the diversity of its product bundle, with its many tapes, films and protective packaging solutions is a key competitive advantage. The Company believes that its product bundle provides a distinctive offering to its customers, enabling them to achieve advantages such as improved service levels, reductions in operating costs, pricing synergies and support for their customers. Further, this allows the Company to become even more significant to its customers, especially in

the e-commerce segment, as its product bundle provides a greater breadth of protective solutions, allowing it to offer a solutions-oriented approach to selling that it believes is sought after by many end-users and distributors. The Company believes that this product bundling strategy provides it with both an offensive and defensive mechanism that will foster profitable long-term relationships with our customers.

The Company believes that significant barriers to entry exist in its addressable market. Management considers the principal barriers to be the high cost of vertical integration which it believes is necessary to operate competitively, the technical expertise in respect to various processes and equipment operation, the scale necessary to negotiate adequate terms with suppliers and distributors, and the difficulties and expense of developing a broad portfolio of products within an adequate distribution network.

Please refer to Item 4.B.1 above for a discussion of the Company’s main competitors by product.

(8) ~~Environmental~~Sustainability Goals, Initiatives and Environmental Regulation

(a)Goals

The Company has established the following goals related to sustainability:

•75% of the products manufactured by the Company, by revenue, will be Cradle to Cradle Certified™ by 2025

•75% of packaging products manufactured by the Company, by revenue, will be recyclable, reusable, or compostable by 2025 and 100% by 2030,

• 50% of the energy used by the Company, at a minimum, will be renewable by 2030,

•25% reduction in water withdrawal by 2030 (using 2019 as the baseline year);

•25% reduction in energy intensity by 2030 (using 2019 as the baseline year);

•30% reduction in CO2 emissions by 2030 (using 2019 as the baseline year);

•committed to net-zero emissions by 2040 in line with the Climate Pledge, an initiative co-founded by Amazon and Global Optimism, as well as the Business Ambition for 1.5°C campaign by Science Based Targets initiative;

•the Company's workforce will be reflective of the demographics in the communities in which it operates by 2030.

•the top 200 people leaders at the Company will complete training and a management development program centered on inclusivity and diversity.

(b)Initiatives

The values of a safe work environment, environmental stewardship, efficiency in raw material and energy usage, and good corporate citizenship are part of ~~our~~the Company's culture and focus. The Company has been embracing sustainability as a strategy to help it perform better for its customers, business partners, employees, investors and shareholders, and communities. In 2020, the Company established the Environmental, Social & Governance ("ESG") Committee of the Board of Directors as well as a formal sustainability department within the Company that is overseen by the Vice-President of Sustainability and by the CFO who reports directly to the CEO. The sustainability department ~~has~~ developed teams throughout the Company, called the Sustainable Value Network ("SVN"), to establish a framework to ~~ensure a~~ focus on sustainability throughout ~~our~~the business.

The core SVN teams are as follows:

•~~Product~~ product and material innovation,

•~~Circular~~ circular economy solutions,

•~~Operational~~ operational footprint

•~~People~~ and ~~communities~~

people and communities. The Company's dedicated SVN teams ~~are establishing~~have established benchmarks, ~~setting~~set targets and ~~developing~~developed data collection processes to measure the Company's progress.

The Company ~~strives~~published its Corporate Environmental Policy on its website at www.itape.com/sustainability. The policy applies to ~~steward~~ the ~~planet’s limited resources,~~organization's activities, products and ~~embraces a vision for a more circular economy.~~

~~The IPG Environmental Policy~~services worldwide. Leadership at the Company has committed to being environmental leaders by fulfilling the Company's compliance obligations, enhancing environmental performance through continual improvement activities, prevention of pollution and meeting commitments made with organizations with which the Company engages. It is the responsibility of the Company's employees to demonstrate excellence in environmental stewardship. Through the awareness, commitment and capability of its employees, the Company expects to successfully meet its stated environmental objectives. In addition, the policy guides its operations and includes commitments to continual improvement, compliance with environmental laws, regulations, and other applicable requirements, assessments of operational impacts, investments in technologies to improve performance, employee training and education, and public engagement.

The Company strives to steward the planet’s limited resources, and embraces a vision for a more circular economy. On June 21, 2021, the Company issued its annual sustainability report titled "Our Circular Economy" (the "Sustainability Report"), which provides an overview of the Company's sustainability approach, its product and material innovation, the circular economy, its operational footprint and its progress in 2020 on sustainability initiatives, as well as sustainability opportunities in the years ahead. Additional Company achievements in 2021 are discussed below:

During 2021, the Company was awarded:

•the U.S. Environmental Protection Agency's 2021 ENERGY STAR® Partner of the Year - Sustained Excellence designation for the sixth consecutive year,

•the U.S. Environmental Protection Agency's ENERGY STAR® Challenge for Industry Award for the fifth time at the Carbondale, Illinois manufacturing facility, and

•the U.S. Environmental Protection Agency's 2021 ENERGY STAR® Award for superior energy performance at the Danville, Virginia regional distribution center.

Energy efficiency has been a critical focus area for the Company for over ten years. In August 2009, the Company became an ENERGY STAR® Industrial Partner, which is a voluntary partnership with the US Environmental Protection Agency (“EPA”) to improve energy efficiency and fight global warming. The Company as an ENERGY STAR® Industrial Partner joined the fight against global warming by improving the energy efficiency of its buildings and facilities. The ENERGY STAR Partner of the Year Award distinguishes corporate energy management programs. It is the highest level of EPA recognition. Partners must perform at a superior level of energy management and meet the following criteria: demonstrate best practices across the organization; prove organization-wide energy savings; and participate actively and communicate the benefits of ENERGY STAR. The ENERGY STAR Sustained Excellence Award recognizes organizations that have consistently earned Partner of the Year for several years in a row. Annual achievements must continue to surpass those in previous years. Sustained Excellence is presented to a partner at the EPA’s discretion.

The Company also developed an Energy Policy and a Water Policy. Using the Intertape Performance System ("IPS"), the Company is better able to link energy-saving efforts with production practices, creating a common language and enabling continuous improvement in both energy consumption and production. The current goals of the ~~IPG~~ Energy Policy are for the Company to operate its facilities in an efficient, environmentally responsible, and safe manner; to reduce energy intensity by 2.5% per year and CO2 emissions by 3% per year, to support the procurement and generation of renewable ~~energ~~y, energy, and to achieve this goal by implementing continuous improvement programs and employee training initiatives across the entire organization. The policy assigns the Corporate Utilities Team the role of measuring progress towards achieving the energy efficiency goal, identifying energy efficiency projects, and providing a forum for identifying best practices. It requires

employees to be highly involved in reducing energy usage. The policy communicates the Company's recognition that through the awareness, commitment and capability of employees, the Company will strive to achieve success and surpass its energy efficiency goals. The Company's Water Policy aims to reduce water withdrawal by 25% by 2030 (using 2019 as the baseline year).

The Company ~~published its Corporate Environmental Policy on its website at www.itape.com/sustainability. This~~signed the CEO Water Mandate making an aspirational pledge to advance water stewardship across six commitment areas including direct operations, public policy ~~applies~~and transparency, and to the organization's activities, products and services worldwide. The Company commits to goals of being an environmental leader by fulfilling its compliance obligations, enhancing environmental performance through continual improvement activities, preventing pollution and meeting commitments made with organizations with which the Company engages. It is the responsibility of the Company's employees to demonstrate excellence in environmental stewardship. Through the awareness, commitment and capability of our employees, the Company expects to successfully meet its stated environmental objectives.submit annual progress reports.

The Company ~~continues to focus on its environmental initiative to save energy. In August 2009, the Company became an ENERGY STAR® Industrial Partner, which~~ is a ~~voluntary partnership with the US Environmental Protection Agency (“EPA”)~~signatory to ~~improve energy efficiency and fight global warming.~~ The ~~Company~~Climate Pledge, joining just over 200 other organizations worldwide that are committed to net zero carbon by 2040, as ~~an ENERGY STAR® Industrial Partner joined the fight against global warming by improving the efficiency of its buildings and facilities. The EPA recognized the Company~~well as a ~~2014 and 2015 ENERGY STAR Partner of~~signatory to the ~~Year for strategically managing and improving the energy efficiency in its operating locations. In each of the years 2016~~Science Based Targets initiative, committing to 2020 the EPA presented the Company the ENERGY STAR Sustained Excellence Award, which is the highest level of EPA recognition. In addition, certain Company facilities have achieved the EPA’s ENERGY STAR Challenge for Industry fourteen times, which is to reduce energy intensitynet zero carbon by ~~10% within 5 years.~~2050.

The Company ~~has~~ adopted a Sustainable Product Design and Development Vision Statement, which places the precautionary principle as is outlined in the United Nations Global Compact and the Cradle to Cradle® ~~design~~ principles as central pillars to guide ~~the Company’s~~its aspirational sustainable product lifecycle goals. This vision commits the Company to eliminate the use of toxic substances from new and existing products and its manufacturing processes and incorporate recycled and renewable materials in product design and purchasing while maintaining product performance. At its core, the Company's vision will allow it to apply “safe and circular” concepts to its design and development of its products.

During 2021, the Company achieved Cradle to Cradle Certified™ Bronze level for clear acrylic carton sealing tape and clear hot melt carton sealing tape, and Silver level for Curby Mailer HD and Curby Fragile Wrap, bringing the total number of Cradle to Cradle Certified product families to eight, which collectively represents approximately 51%3, by revenue, of the Company's manufactured products. The Cradle to Cradle Certified™ Products Program is a globally recognized protocol for product designers, manufacturers and brands as a pathway for making products with a positive impact on people and the planet. To receive certification, products are assessed for environmental and social performance across five critical sustainability categories: material health, material reuse, renewable energy and carbon management, water and soil stewardship, and social fairness. A product is assigned an achievement level for each category and the product’s lowest category achievement also represents its overall certification level.

During 2020, the company achieved Cradle to Cradle Certified™ Bronze level for Water Activated Tape and NovaShield® Structure Membrane, and Silver level for Exlfilmplus® Shrink film and StretchFLEX® and SuperFLEX® Stretch Film.

In an effort to ensure that the packaging products manufactured by the Company are managed correctly at their ~~end-of-life,~~end of use, the Company has partnered with the Sustainable Packaging Coalition and How2Recycle® program to ensure recycling instructions are communicated to customers in the most effective manner and put in place initiatives to correctly label the recyclable packaging products manufactured by the Company. The Company manufactures certain film product lines, typically not accepted through curbside recycling or community recycling centers. These product lines have been approved to use the How2Recycle® labeling system and are recyclable at store drop off locations (where applicable) for plastic film. The Company also offers protective packaging products that are curbside recyclable and are approved to use the How2Recycle® labeling system. Water-activated tape is a Kraft paper tape that is re-pulpable with the corrugated it is applied to. The Company markets its water-activated tape products as recyclable products.

On July 9, 2020, the Company issued its annual sustainability report "We Package, We Protect & We Sustain" (the "Sustainability Report"), which provides an overview of the Company's sustainability progress in 2019 and highlights sustainability opportunities in the years ahead. The complete report is available on the Company’s website at www.itape.com/sustainability.

~~(b)~~(c)Regulation

The Company’s operations are subject to extensive environmental ~~regulation~~regulations in each of the countries in which it maintains facilities. For example, ~~US (federal,~~country specific environmental laws at the federal, state and ~~local), Canadian (federal, provincial and municipal) and Indian (federal, state and local) environmental laws applicable to the Company~~local levels include statutes and regulations intended to: (i) impose certain obligations with respect to site contamination and to allocate the cost of investigating, monitoring and remedying soil and groundwater contamination among specifically identified parties; (ii) prevent future soil and groundwater contamination; (iii) impose national ambient standards and, in some cases, emission standards, for air pollutants which present a risk to public health, welfare or the natural environment; (iv) govern the handling, management, treatment, storage and disposal of hazardous wastes and substances; and (v) regulate the discharge of pollutants into waterways.

3 Revenue for certified products used in this calculation represents the revenue for the full year ended December 31, 2021, to demonstrate the magnitude of certified product families on an annual basis.

The Company obtains Phase I or similar environmental site assessments, and Phase II environmental site assessments, if necessary, for ~~the~~ facilities ~~it owns or leases~~ before the Company either acquires or leases such facilities. These assessments typically include general inspections and may involve soil sampling and/or ground water analysis. These assessments may reveal any material or significant environmental liability for the Company and are therefore necessary to reveal all potential environmental liabilities that the Company may be required to address and possibly remediate. Additionally, understanding the future use of neighboring operations or the conditions of the land in the vicinity of the Company’s properties

and monitoring the development of increasingly stringent environmental laws and regulations, enforcement or damage claims to property or injury to persons resulting from the impact of the Company’s operations, may cause it to incur significant future costs and liabilities.

The Company and its operating subsidiaries are required to maintain numerous environmental permits and governmental approvals for their operations. Some of the environmental permits and governmental approvals that have been issued to the Company or its operating subsidiaries contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. If the Company or any of its operating subsidiaries fails to satisfy these conditions or to comply with these restrictions, it may become subject to enforcement actions and the operation of the relevant facilities could be adversely affected. The Company may also be subject to fines, penalties or additional costs. The Company or its operating subsidiaries may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of its facilities, as a result of which the operation of its facilities may be limited or suspended.

The Company believes that its facilities are in material compliance with applicable environmental laws and regulations, and that the Company has obtained, and is in material compliance with, all material permits required under environmental laws and regulations. Compliance is routinely evaluated for the operations through internal annual reviews of applicable laws and regulations with the facility and periodic third party evaluations. Additionally, federal, state and local representatives perform inspections, typically unannounced, to ensure compliance to the required permits and regulatory statutes. Any issues are readily addressed and root cause and countermeasures put into place to avoid their reoccurrence. The Company utilizes reputable external counsel and consultants to assist with navigation through the regulatory arena and provide competent evaluation and input into major permitting updates, government inquiries and assisting with routine compliance matters. The Company addresses compliance topics through risk evaluation and implementation of preventive measures to avoid possible issues with the impact of operations. Best management practices routinely check equipment and facility operations for any issues. The employees at the facilities undergo initial and regular training to familiarize them with environmental, health and safety topics and their role in maintaining compliance, notification procedures if an issue arises and being a good public steward both at the facility and in the community.

(d)Climate

The planet faces significant challenges, from climate change to water quality and availability, to accumulating waste in the environment. The Company recognizes these challenges and is confronting them. The Company set goals to reduce water use, energy use, carbon emissions and improve its products’ environmental profile. The Company is actively working to redesign its products to reduce their footprint and achieve more circular manufacturing processes. As signatories to The Climate Pledge, an initiative co-founded by Amazon and Global Optimism, as well as the Business Ambition for 1.5°C campaign by Science Based Targets initiative, the Company has committed to net zero carbon by 2040 and 2050, respectively. For the first time, the Company also reported to CDP Climate, a not-for-profit charity that runs a global disclosure system for investors and companies to manage their environmental impacts, and received a score of “B” in 2021. More than 13,000 companies worth over 64% of global market capitalization disclosed data through CDP Climate in 2021. Just 2% of all scored companies made the “A” List, and 58% scored between “C” and “D-”, which demonstrates the achievement of receiving a B score in IPG’s first submission. The Company will look to improve on this score through continued work on energy efficiency, purchases of carbon offsets and renewable energy credits, and direct purchase of renewable energy via green tariffs and other similar programs, where available.

(9) Human Capital

Employee Profile

The Company employs approximately ~~3,600~~4,100 employees with operations in 3134 locations, including 2122 manufacturing facilities in North America, ~~four~~five in Asia and ~~one~~two in Europe as of March ~~12, 2021.~~11, 2022.

Worker Safety

At the heart of the Company's corporate values is the commitment to people. The values of people, passion, integrity, performance and teamwork are built on a foundation of individuals who are the embodiment of the Company’s culture. These values commit the Company to support and nurture its employees and the communities in which they work. Providing a safe work environment is one of the Company's top priorities, and each employee shares the responsibility for maintaining a safe and healthy workplace. Over the past 15 years, the Company has achieved significant reductions in safety incidents. The Company has accomplished improvements through benchmarking with peers and other leading companies, by establishing safety pillar teams at the plant and corporate levels, conducting process hazard assessments, incident reviews and internal audits.

The Company is also committed to providing comprehensive training and employee engagement opportunities in health and safety improvements. The Company is proud of its internal safety recognition programs, and has a system to designate manufacturing facilities as gold-, silver- or bronze-level safety performers based on scoring relative to its safety performance criteria. Health and safety expectations are set in the Corporate Health and Safety Policy and implemented at all levels of the organization. The senior management team provides commitment, sets expectations and assigns resources. The Company's operations team leverages the IPS (as further described above in the Section entitled "Environmental Initiatives and Regulation"), for which safety is a foundational element, to manage operations and drive continuous improvement. Safety leadership teams provide comprehensive feedback and organize to deploy and sustain strategic improvement goals through the IPS process.

~~With respect to COVID-19, the Company has implemented measures to prioritize the health and safety~~Please see Item 4B. Business Overview for a discussion of ~~its employees while protecting its assets, customers, suppliers, shareholders and other stakeholders. The following is an overview of the status of the Company's~~our COVID-19-related worker safety ~~and well-being efforts during the year ended December 31, 2020:~~

•~~The Company's facilities are open and operating, having qualified as essential under the applicable government orders and guidelines.~~

•Management has put measures in place to enable employees to work safely according to the United States Centers for Disease Control and Prevention and World Health Organization guidelines and other applicable state and local guidelines, including requiring employees to practice social distancing, to wear protective face coverings provided by the Company while in its manufacturing facilities and to complete health interviews prior to entry on a regular basis. The Company has significantly increased the frequency of cleaning and sanitizing equipment and facilities in the context of COVID-19 and the Company continues to support remote work arrangements for approximately 20% of its workforce in North America. The remote work arrangements have not had any significant effect on the Company's ability to conduct its day-to-day operations.

•Employee health coverage has been enhanced to include the cost of COVID-19 testing and treatment at no additional cost to employees, and the higher risk workforce or those experiencing illness of any kind are strongly encouraged to stay at home or shelter in place.efforts.

Education, Training and Development

Education, training and development programs are standardized where appropriate, but also vary by region and operation, as necessary. In the U.S., Canada, Europe and India, the Company offers new ~~hire,~~hires training in IT security, ~~and safety training. In 2019 and 2020, IPG~~the Company's Code of Conduct and Business Ethics ("Code of Conduct") ~~training was provided to the majority of salaried employees.~~and safety. Other types of training – including first aid training, fire extinguisher training, workplace hygiene, hazard communication training, on-the-job training, forklift training and leadership training, among other topics – are offered as needed at individual locations or one centralized location. ~~IPG~~The Company does not currently track the average hours of training per employee.

Employee Retention

The Company offers a comprehensive and competitive benefits program to attract, retain and incentivize talented employees. Benefits provided to full-time employees may include health insurance, life insurance, disability insurance, retirement plans, equity and/or cash incentives, paid leave, vacation, sick time, personal time and tuition assistance. Offerings vary by country and by location.

The Company provides transition assistance for employees in the U.S. not terminated for cause and not due to retirement. Assistance offerings vary by position.

In the U.S., the Company's practice is to allow parental leave under the Family and Medical Leave Act of 1993. For the father or adoptive/foster parent, this will mean an unpaid, but job-protected leave. The Company allows employees to use vacation to subsidize income. For the birth mother, the Company's short-term disability plan permits short-term disability payments.

In Canada, maternity leave is paid protected leave for up to 17 weeks after the birth of a child. Parental leave is available to the birth mother, father or adoptive parents and is paid protected leave for up to 35 weeks. An additional 26 weeks of parental leave is protected, but unpaid. This allows the birth mother to take up to 18 months of job protected leave of which 12 months is paid. This allows adoptive parents or the father to take up to 14 months of job protected leave of which 8 months is paid. The Company recognizes and offers this leave to all of its Canadian employees. In addition, the Company's short term

disability plans cover any absences for the birth mother prior to the birth of the child in the event she was no longer able to work due to a medical issue for her or the baby.

Portugal requires parental leave, and India provides leave for female employees only. ~~IPG~~The Company also maintains a policy to support breastfeeding mothers.

Corporate Philanthropy

The Company recognizes and highly values the communities in which its employees work and live and is committed to supporting its communities in ways that matter locally. The Company's priorities are mainly related to children and wellness. The Company does not consider any charity with a religious affiliation, or any affiliation with any political or controversial topic to be a Company qualified charity. The Company expects those it sponsors to model financial transparency.

Stakeholder Engagement

The Company initiates different types of stakeholder engagement as part of its regular activities. The Company defines stakeholders consistent with the Global Reporting Initiative Standards, as entities or individuals that can reasonably expect to be significantly affected by the Company's activities, products or services; or whose actions the Company can reasonably expect to affect its ability to implement strategies or achieve objectives.

The Company's stakeholders include customers, business partners, employees, investors and shareholders, as well as various community, third-party and government groups. The Company engages with stakeholders through multiple methods in the course of doing business, as it is fulfilling roles in industry and associations and in its communities. The Company's approach to stakeholder engagement considers the guidance of the Code of Conduct and other specific policies. The frequency of engagement is appropriate to the nature of the relationship.


			C.			ORGANIZATIONAL STRUCTURE

Intertape Polymer Group Inc. is a holding company which owns various operating companies in the US, Canada and internationally. Intertape Polymer Inc., a Canadian corporation, is the principal operating company for the Company’s Canadian operations. Intertape Polymer Corp., a Delaware corporation, is the principal operating company for the Company’s US operations.

The table below lists for each of the subsidiaries of the Company, their respective place of incorporation or constitution, as the case may be, and the percentage of voting securities beneficially owned, or over which control or direction is exercised directly or indirectly by Intertape Polymer Group Inc.


Entity	Entity	Place of Incorporation or Constitution	Proportion of Ownership Interest and Voting Power Held as of:		Entity	Place of Incorporation or Constitution	Proportion of Ownership Interest and Voting Power Held as of:
			December 31, 2020	December 31, 2019			December 31, 2021	December 31, 2020
Intertape Polymer Group Inc.	Intertape Polymer Group Inc.	Canada	Parent	Parent	Intertape Polymer Group Inc.	Canada	Parent	Parent
Better Packages, Inc.	Better Packages, Inc.	Delaware	100%	100%	Better Packages, Inc.	Delaware	100%	100%
Capstone Polyweave Private Limited	Capstone Polyweave Private Limited	India	55%	55%	Capstone Polyweave Private Limited	India	55%	55%
FIBOPE Portuguesa-Filmes Biorientados, S.A.	FIBOPE Portuguesa-Filmes Biorientados, S.A.	Portugal	100%	100%	FIBOPE Portuguesa-Filmes Biorientados, S.A.	Portugal	100%	100%
GPCP, Inc.	GPCP, Inc.	Delaware	50.1%	50.1%	GPCP, Inc.	Delaware	50.1%	50.1%
Intertape Packaging UK Limited					Intertape Packaging UK Limited	Great Britain	100%	—%
Intertape Polymer Corp.	Intertape Polymer Corp.	Delaware	100%	100%	Intertape Polymer Corp.	Delaware	100%	100%
Intertape Polymer Europe GmbH	Intertape Polymer Europe GmbH	Germany	100%	100%	Intertape Polymer Europe GmbH	Germany	100%	100%
Intertape Polymer Inc.	Intertape Polymer Inc.	Canada	100%	100%	Intertape Polymer Inc.	Canada	100%	100%
Intertape Polymer Japan GK	Intertape Polymer Japan GK	Japan	100%	100%	Intertape Polymer Japan GK	Japan	100%	100%
Intertape Polymer Woven USA Inc.		Delaware	100%	100%
Intertape Polymer Woven USA Inc. (1)					Intertape Polymer Woven USA Inc. (1)	Delaware	100%	100%
Intertape Woven Products Services, S.A. de C.V.	Intertape Woven Products Services, S.A. de C.V.	Mexico	100%	100%	Intertape Woven Products Services, S.A. de C.V.	Mexico	100%	100%
Intertape Woven Products, S.A. de C.V.	Intertape Woven Products, S.A. de C.V.	Mexico	100%	100%	Intertape Woven Products, S.A. de C.V.	Mexico	100%	100%
IPG Asia Private Limited (2)					IPG Asia Private Limited (2)	India	100%	100%
IPG (US) Holdings Inc.	IPG (US) Holdings Inc.	Delaware	100%	100%	IPG (US) Holdings Inc.	Delaware	100%	100%
IPG (US) Inc.	IPG (US) Inc.	Delaware	100%	100%	IPG (US) Inc.	Delaware	100%	100%
IPG Mauritius Holding Company Ltd	IPG Mauritius Holding Company Ltd	Mauritius	100%	100%	IPG Mauritius Holding Company Ltd	Mauritius	100%	100%
IPG Mauritius II Ltd	IPG Mauritius II Ltd	Mauritius	100%	100%	IPG Mauritius II Ltd	Mauritius	100%	100%
IPG Mauritius Ltd	IPG Mauritius Ltd	Mauritius	100%	100%	IPG Mauritius Ltd	Mauritius	100%	100%
Nuevopak Global Limited					Nuevopak Global Limited	Hong Kong	100%	—%
Nuevopak GmbH					Nuevopak GmbH	Germany	100%	—%
Nuevopak (Jiangmen) Environmental & Technology Company Ltd					Nuevopak (Jiangmen) Environmental & Technology Company Ltd	China	100%	—%
Nuevopak Technology Company Limited					Nuevopak Technology Company Limited	Hong Kong	100%	—%
Octo Packaging Limited					Octo Packaging Limited	Hong Kong	100%	—%
Polyair Canada Limited	Polyair Canada Limited	Canada	100%	100%	Polyair Canada Limited	Canada	100%	100%
Polyair Corporation	Polyair Corporation	Delaware	100%	100%	Polyair Corporation	Delaware	100%	100%
Powerband Industries Private Limited		India	100%	100%
Spuntech Fabrics Inc.*		Canada	100%	100%
Spuntech Fabrics Inc.					Spuntech Fabrics Inc.	Canada	100%	100%


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, without nominal or par value	ITP	Toronto Stock Exchange
Common Shares, without nominal or par value	ITPOF	OTC Pink Marketplace


ITEM 9:	THE OFFER AND LISTING.................................................................................................................	~~114~~116

A.	OFFER AND LISTING DETAILS.................................................................................................	~~114~~116

B.	PLAN OF DISTRIBUTION............................................................................................................	~~114~~116

C.	MARKETS......................................................................................................................................	~~114~~116

D.	SELLING SHAREHOLDERS........................................................................................................	~~114~~116

E.	DILUTION.....................................................................................................................................	~~114~~116

F.	EXPENSES OF THE ISSUE..........................................................................................................	~~114~~116

ITEM 10:	ADDITIONAL INFORMATION...........................................................................................................	~~114~~117

A.	SHARE CAPITAL..........................................................................................................................	~~114~~117

B.	MEMORANDUM AND ARTICLES OF ASSOCIATION............................................................	~~115~~117

C.	MATERIAL CONTRACTS............................................................................................................	~~116~~118

D.	EXCHANGE CONTROLS.............................................................................................................	~~118~~121

E.	TAXATION.....................................................................................................................................	~~119~~122

F.	DIVIDENDS AND PAYING AGENTS.........................................................................................	~~122~~126

G.	STATEMENT BY EXPERTS.........................................................................................................	~~122~~126

H.	DOCUMENTS ON DISPLAY........................................................................................................	~~122~~126

I.	SUBSIDIARY INFORMATION....................................................................................................	~~122~~126

ITEM 11:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......................	~~123~~126

ITEM 12:	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.......................................	~~123~~126

PART II.................................................................................................................................................................................		~~123~~126

ITEM 13:	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.................................................	~~123~~126

ITEM 14:	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS............................................................................................................................................	~~123~~127

ITEM 15:	CONTROLS AND PROCEDURES.......................................................................................................	~~123~~127

ITEM 16:	[RESERVED].........................................................................................................................................	~~124~~128

ITEM 16A:	AUDIT COMMITTEE FINANCIAL EXPERT.....................................................................................	~~124~~128

ITEM 16B:	CODE OF ETHICS................................................................................................................................	~~124~~128

ITEM 16C:	PRINCIPAL ACCOUNTANT FEES AND SERVICES........................................................................	~~125~~128

ITEM 16D:	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE..........................	~~125~~129

ITEM 16E:	PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS...	~~125~~129

ITEM 16F:	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT........................................................	~~125~~129

ITEM 16G:	CORPORATE GOVERNANCE............................................................................................................	~~126~~129

ITEM 16H:	MINE SAFETY DISCLOSURE............................................................................................................	~~126~~129

PART III................................................................................................................................................................................		~~126~~129

ITEM 17:	FINANCIAL STATEMENTS................................................................................................................	~~126~~129

ITEM 18:	FINANCIAL STATEMENTS................................................................................................................	~~126~~129

ITEM 19:	EXHIBITS..............................................................................................................................................	~~126~~130

A.	Consolidated Financial Statements.........................................................................................................	~~126~~130

B.	Exhibits:..................................................................................................................................................	~~127~~130


	As of and for the Year Ended December 31,
	2020	2019	2018	2017	2016
	(in thousands of US dollars, except shares and per share amounts)
	$	$	$	$	$
Statements of Consolidated Earnings:
Revenue	1,213,028	1,158,519	1,053,019	898,126	808,801
Earnings before income taxes	92,576	57,534	56,451	77,007	70,706
Net earnings attributable to Company shareholders	72,670	41,216	46,753	64,224	51,120
Net earnings (loss) attributable to non-controlling interests	785	8	(104)	(266)	17
Total net earnings	73,455	41,224	46,649	63,958	51,137
Earnings per share attributable to Company shareholders:
Basic	1.23	0.70	0.79	1.09	0.87
Diluted	1.22	0.70	0.79	1.08	0.85
Balance Sheets:
Total assets	1,109,635	1,025,740	1,004,840	715,872	580,597
Capital stock	354,880	354,559	350,267	350,759	351,203
Total equity	316,682	272,228	261,428	254,722	242,943
Equity attributable to Company shareholders	304,656	260,740	249,847	248,133	236,536
Equity attributable to non-controlling interests	12,026	11,488	11,581	6,589	6,407
Number of common shares outstanding	59,027,047	59,009,685	58,650,310	58,799,910	59,060,335
Dividends declared per share	0.60	0.58	0.56	0.56	0.54


*			Dormant
(1)			Merged out of existence on February 10, 2022.
(2)			Formerly known as Powerband Industries Private Limited ("Powerband").


	2021	2020	2019
	$	$	$
Operations
Revenue	1,531.5	1,213.0	1,158.5
Gross margin (1)	22.2	23.8	21.3
Net earnings attributable to Company shareholders (2)	67.8	72.7	41.2
Adjusted net earnings (3) (4)	118.5	92.2	61.2
Adjusted EBITDA (3)	247.2	211.1	172.2
Cash flows from operating activities	160.4	179.6	135.0
Free cash flows (3)	79.1	133.8	86.8
Capital expenditures (5)	81.3	45.8	48.2
Effective tax rate (6)	25.6	20.7	28.3



B.	SIGNIFICANT CHANGES............................................................................................................	116


Per Common Share
IPG Net Earnings - diluted	1.12	1.22	0.70
Adjusted earnings - diluted (3) (4)	1.96	1.55	1.04
Dividend paid per share (7)	0.65	0.60	0.58
Financial Position
Working capital (8)	193.1	165.6	169.4
Total assets	1,333.8	1,109.6	1,025.7
Net debt (9)	529.0	473.5	501.8
Total equity attributable to Company shareholders	338.2	304.7	260.7
Cash and loan availability (10)	528.4	408.7	406.0
Selected Ratios
Current ratio (11)	1.6	1.7	2.0
Consolidated secured net leverage ratio (3) (10)	0.5	1.1	1.4
Total leverage ratio (3) (12)	2.1	2.2	2.9


Stock Information (in thousands)
Weighted average shares outstanding - diluted	60,516	59,631	58,989
Shares outstanding as of December 31	59,285	59,027	59,010
The Toronto Stock Exchange (CDN$)
Share price as of December 31	26.32	24.14	16.62
High: 52 weeks	32.88	26.86	19.97
Low: 52 weeks	22.37	7.02	15.68


		High	Low	Close	ADV (1)		High	Low	Close	ADV (1)
The Toronto Stock Exchange (CDN$)	The Toronto Stock Exchange (CDN$)					The Toronto Stock Exchange (CDN$)
Q1	Q1	17.34	7.02	10.04	262,007	Q1	31.23	22.37	28.00	270,212
Q2	Q2	13.83	9.27	11.98	250,895	Q2	32.88	27.07	28.74	166,415
Q3	Q3	16.38	11.61	14.83	196,442	Q3	32.76	26.11	27.55	139,668
Q4	Q4	26.86	14.82	24.14	279,556	Q4	30.64	23.95	26.32	191,576


		1st Quarter						2nd Quarter							1st Quarter						2nd Quarter
		2020 (1)		2019		2018		2020 (1)		2019		2018			2021		2020		2019		2021		2020		2019
		$		$		$		$		$		$			$		$		$		$		$		$
Revenue	Revenue	278,212		277,823		237,229		267,710		295,609		249,072		Revenue	345,566		278,212		277,823		376,686		267,710		295,609
Cost of sales	Cost of sales	219,105		220,027		186,777		210,623		230,915		194,625		Cost of sales	263,016		219,105		220,027		287,402		210,623		230,915
Gross profit	Gross profit	59,107		57,796		50,452		57,087		64,694		54,447		Gross profit	82,550		59,107		57,796		89,284		57,087		64,694
Gross margin	Gross margin	21.2	%	20.8	%	21.3	%	21.3	%	21.9	%	21.9	%	Gross margin	23.9	%	21.2	%	20.8	%	23.7	%	21.3	%	21.9	%
Selling, general and administrative expenses	Selling, general and administrative expenses	30,907		32,683		29,123		34,534		36,433		27,653		Selling, general and administrative expenses	46,743		30,907		32,683		44,075		34,534		36,433
Research expenses	Research expenses	3,333		3,168		3,221		2,546		3,023		3,233		Research expenses	3,048		3,333		3,168		2,910		2,546		3,023
		34,240		35,851		32,344		37,080		39,456		30,886			49,791		34,240		35,851		46,985		37,080		39,456
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries)		24,867		21,945		18,108		20,007		25,238		23,561
Manufacturing facility closures, restructuring and other related charges (recoveries)		651		304		107		3,211		3,875		(407)
Operating profit before manufacturing facility closures, restructuring and other related charges														Operating profit before manufacturing facility closures, restructuring and other related charges	32,759		24,867		21,945		42,299		20,007		25,238
Manufacturing facility closures, restructuring and other related charges														Manufacturing facility closures, restructuring and other related charges	—		651		304		—		3,211		3,875
Operating profit	Operating profit	24,216		21,641		18,001		16,796		21,363		23,968		Operating profit	32,759		24,216		21,641		42,299		16,796		21,363
Finance costs (income)	Finance costs (income)													Finance costs (income)
Interest	Interest	7,798		7,693		2,462		7,513		8,565		3,945		Interest	5,368		7,798		7,693		10,070		7,513		8,565
Other (income) expense, net		(1,132)		(655)		1,125		(9,590)		798		1,328
Other expense (income), net														Other expense (income), net	1,342		(1,132)		(655)		11,951		(9,590)		798
		6,666		7,038		3,587		(2,077)		9,363		5,273			6,710		6,666		7,038		22,021		(2,077)		9,363
Earnings before income tax expense	Earnings before income tax expense	17,550		14,603		14,414		18,873		12,000		18,695		Earnings before income tax expense	26,049		17,550		14,603		20,278		18,873		12,000
Income tax expense (benefit)	Income tax expense (benefit)													Income tax expense (benefit)
Current	Current	2,355		1,175		988		3,996		5,977		765		Current	2,184		2,355		1,175		6,039		3,996		5,977
Deferred	Deferred	881		2,896		2,132		296		(439)		2,901		Deferred	4,076		881		2,896		(484)		296		(439)
		3,236		4,071		3,120		4,292		5,538		3,666			6,260		3,236		4,071		5,555		4,292		5,538
Net earnings	Net earnings	14,314		10,532		11,294		14,581		6,462		15,029		Net earnings	19,789		14,314		10,532		14,723		14,581		6,462
Net earnings (loss) attributable to:	Net earnings (loss) attributable to:													Net earnings (loss) attributable to:
Company shareholders	Company shareholders	14,376		10,491		11,359		14,479		6,566		15,097		Company shareholders	19,052		14,376		10,491		14,338		14,479		6,566
Non-controlling interests	Non-controlling interests	(62)		41		(65)		102		(104)		(68)		Non-controlling interests	737		(62)		41		385		102		(104)
		14,314		10,532		11,294		14,581		6,462		15,029			19,789		14,314		10,532		14,723		14,581		6,462
IPG Net Earnings per share	IPG Net Earnings per share													IPG Net Earnings per share
Basic	Basic	0.24		0.18		0.19		0.25		0.11		0.26		Basic	0.32		0.24		0.18		0.24		0.25		0.11
Diluted	Diluted	0.24		0.18		0.19		0.25		0.11		0.26		Diluted	0.32		0.24		0.18		0.24		0.25		0.11
Weighted average number of common shares outstanding	Weighted average number of common shares outstanding													Weighted average number of common shares outstanding
Basic	Basic	59,009,685		58,652,366		58,801,327		59,009,685		58,760,473		58,811,586		Basic	59,027,047		59,009,685		58,652,366		59,027,230		59,009,685		58,760,473
Diluted	Diluted	59,075,593		58,924,107		59,146,693		59,467,336		58,955,643		59,103,899		Diluted	60,358,431		59,075,593		58,924,107		60,519,144		59,467,336		58,955,643


	3rd Quarter						4th Quarter
	2021 (1)		2020		2019		2021		2020		2019
	$		$		$		$		$		$
Revenue	395,552		323,027		293,598		413,665		344,079		291,489
Cost of sales	308,699		238,917		229,535		332,378		255,599		231,167
Gross profit	86,853		84,110		64,063		81,287		88,480		60,322
Gross margin	22.0	%	26.0	%	21.8	%	19.7	%	25.7	%	20.7	%
Selling, general and administrative expenses	42,835		38,621		35,025		43,486		53,424		32,533
Research expenses	2,897		2,554		3,326		3,027		2,763		3,010
	45,732		41,175		38,351		46,513		56,187		35,543
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries)	41,121		42,935		25,712		34,774		32,293		24,779
Manufacturing facility closures, restructuring and other related charges (recoveries)	—		466		1,614		—		—		(657)
Operating profit	41,121		42,469		24,098		34,774		32,293		25,436
Finance costs
Interest	6,157		7,368		7,764		6,081		6,757		7,668
Other expense (income), net	3,684		1,296		(459)		12,231		3,188		3,630
	9,841		8,664		7,305		18,312		9,945		11,298
Earnings before income tax expense	31,280		33,805		16,793		16,462		22,348		14,138
Income tax expense (benefit)
Current	5,878		9,373		6,584		8,012		9,871		3,459
Deferred	(353)		(2,741)		(2,332)		(1,288)		(4,910)		(1,010)
	5,525		6,632		4,252		6,724		4,961		2,449
Net earnings	25,755		27,173		12,541		9,738		17,387		11,689
Net earnings attributable to:
Company shareholders	25,314		26,726		12,528		9,109		17,089		11,631
Non-controlling interests	441		447		13		629		298		58
	25,755		27,173		12,541		9,738		17,387		11,689
IPG Net Earnings per share
Basic	0.43		0.45		0.21		0.15		0.29		0.20
Diluted	0.42		0.45		0.21		0.15		0.28		0.20
Weighted average number of common shares outstanding
Basic	59,165,617		59,009,685		58,877,185		59,284,947		59,012,869		58,900,337
Diluted	60,579,770		59,745,118		59,058,758		60,568,005		60,083,664		59,027,917


		Three months ended December 31, 2020	February 12 through December 31, 2020		Three months ended December 31, 2021	July 31 through December 31, 2021
		$	$		$	$
Revenue	Revenue	2.5	11.7	Revenue	0.8	2.9
Net loss	Net loss	1.2	2.1	Net loss	0.6	0.8


		Three months ended December 31,				Year ended December 31,							Three months ended December 31,				Year ended December 31,
		2020		2019		2020		2019		2018			2021		2020		2021		2020		2019
		$		$		$		$		$			$		$		$		$		$
Income tax expense	Income tax expense	5.0		2.4		19.1		16.3		9.8		Income tax expense	6.7		5.0		24.1		19.1		16.3
Earnings before income tax expense	Earnings before income tax expense	22.3		14.1		92.6		57.5		56.5		Earnings before income tax expense	16.5		22.3		94.1		92.6		57.5
Effective tax rate	Effective tax rate	22.2	%	17.3	%	20.7	%	28.3	%	17.4	%	Effective tax rate	40.9	%	22.2	%	25.6	%	20.7	%	28.3	%


	Three months ended		Twelve months ended
	December 31, 2020	December 31, 2019	December 31, 2020	December 31, 2019	December 31, 2018
	$	$	$	$	$
M&A Costs	0.4	3.3	3.5	11.2	9.5


	Three months ended				Year ended
	December 31, 2020		December 31, 2019		December 31, 2020		December 31, 2019
Cost of sales	$	255.6	$	231.2	$	924.2	$	911.6
Days in period	92		92		366		365
Cost of sales per day	$	2.8	$	2.5	$	2.5	$	2.5
Average inventory	$	170.7	$	171.0	$	168.3	$	167.3
Days inventory	61		68		67		67
Days inventory is calculated as follows:
Cost of sales ÷ Days in period = Cost of sales per day
(Beginning inventory + Ending inventory) ÷ 2 = Average inventory
Average inventory ÷ Cost of goods sold per day = Days inventory
For purposes of this calculation inventory excludes items considered parts and supplies.


			A.			~~SELECTED FINANCIAL DATA~~[RESERVED]


			B.			CAPITALIZATION AND INDEBTEDNESS


			D.			PROPERTY, PLANTS AND EQUIPMENT


Item 4A:			Unresolved Staff Comments


		Payments Due by Period (1)						Payments Due by Period (1)
		Total	Less than 1 year	1-3 years	4-5 years	After 5 years		Total	Less than 1 year	1-3 years	4-5 years	After 5 years
		$	$	$	$	$		$	$	$	$	$
Debt obligations (2)	Debt obligations (2)	565.6	41.9	223.1	37.0	263.5	Debt obligations (2)	653.1	27.8	46.3	136.5	442.5
Standby letters of credit (2)	Standby letters of credit (2)	1.5	1.5	—	—	—	Standby letters of credit (2)	2.3	2.3	—	—	—
Capitalized lease obligations (3)	Capitalized lease obligations (3)	52.3	9.4	18.8	10.3	13.8	Capitalized lease obligations (3)	54.4	12.8	16.4	10.2	14.9
Pensions, post-retirement and other long-term employee benefit plans (4)	Pensions, post-retirement and other long-term employee benefit plans (4)	10.2	7.5	0.7	1.2	0.8	Pensions, post-retirement and other long-term employee benefit plans (4)	13.0	7.9	1.8	1.7	1.6
Operating lease and service contract obligations		1.0	0.5	0.4	0.1	—
Operating lease and related service contract obligations							Operating lease and related service contract obligations	0.8	0.5	0.3	—	—
Equipment purchase commitments	Equipment purchase commitments	17.0	17.0	—	—	—	Equipment purchase commitments	26.2	26.2	—	—	—
Utilities contract obligations (5)	Utilities contract obligations (5)	13.8	4.3	7.7	1.8	—	Utilities contract obligations (5)	9.9	4.5	5.5	—	—
Raw material purchase commitments (6)	Raw material purchase commitments (6)	15.8	15.8	—	—	—	Raw material purchase commitments (6)	34.5	34.5	—	—	—
Other obligations (7)	Other obligations (7)	20.2	12.5	4.7	1.5	1.5	Other obligations (7)	22.8	14.3	4.7	2.0	1.9
Total	Total	697.5	110.5	255.4	51.9	279.6	Total	817.1	130.9	74.9	150.4	460.9


Declared Date	Paid date	Per common share amount		Shareholder record date	Common shares issued and outstanding	Aggregate payment
March 12, 2020	March 31, 2020	$	0.1475	March 23, 2020	59,009,685	$	8.8
May 12, 2020	June 30, 2020	$	0.1475	June 15, 2020	59,009,685	$	8.7
August 12, 2020	September 30, 2020	$	0.1475	September 15, 2020	59,009,685	$	8.6
November 11, 2020	December 31, 2020	$	0.1575	December 16, 2020	59,019,546	$	9.4


Grant Date	Grant Date	Date Settled	Target Shares	Performance		PSUs settled	Grant Date	Date Settled	Target Shares	Performance		PSUs settled
March 14, 2015		March 21, 2018	217,860	100	%	217,860
May 14, 2015		May 22, 2018	115,480	100	%	115,480
May 20, 2015		May 28, 2018	4,250	50	%	2,125
March 21, 2016	March 21, 2016	March 21, 2019	371,158	0	%	—	March 21, 2016	March 21, 2019	371,158	0	%	—
December 20, 2016	December 20, 2016	December 20, 2019	30,161	0	%	—	December 20, 2016	December 20, 2019	30,161	0	%	—
March 20, 2017	March 20, 2017	March 20, 2020	346,887	0	%	—	March 20, 2017	March 20, 2020	346,887	0	%	—
March 21, 2018							March 21, 2018	March 23, 2021	266,158	153.9	%	$	409,670


TSR Ranking Relative to the Index Group/Peer Group	Percent of Target Shares Vested
90th percentile or higher	200	%
75th percentile	150	%
50th percentile	100	%
25th percentile	50	%
Less than the 25th percentile	0	%


ROIC Performance	Percent of Target Shares Vested
1st Tier	0	%
2nd Tier	50	%
3rd Tier	100	%
4th Tier	150	%


	2020	2019
	$	$
Gain from change in value of the Senior Unsecured Notes used for calculating hedge ineffectiveness	6.5	11.2
Gain from Senior Unsecured Notes recognized in OCI	6.5	10.3
Gain from hedge ineffectiveness recognized in earnings in finance costs (income) in other (income) expense, net	—	0.9

Deferred tax expense on change in value of the Senior Unsecured Notes recognized in OCI	(0.8)	0.0


	2021	2020
	$	$
Gain (loss) from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness	9.4	(6.5)
(Loss) gain from change in value of the Senior Unsecured Notes used for calculating hedge ineffectiveness	(10.8)	6.5
(Loss) gain from Senior Unsecured Notes recognized in OCI	(9.4)	6.5
Loss from hedge ineffectiveness recognized in earnings in finance costs (income) in other expense (income), net	(1.4)	—

Deferred tax expense on change in value of the Senior Unsecured Notes recognized in OCI	(1.6)	(0.8)


	December 31, 2020	December 31, 2019
	$	$
Cumulative gain included in foreign currency translation reserve in OCI	7.3	0.9


Name and City of Residence	Position and Occupation	First Year as Director
Robert M. Beil Phoenix, Arizona	Director Sales, Marketing, Business and Executive Management, The Dow Chemical Company, 1975 to 2006	2007
Christopher R. Cawston Toronto, Ontario, Canada	Director President and Chief Executive Officer, The Cawston Group (financial, strategic and operational advisory group), 2010 to 2015, 2020 to present President, Sym-Tech Dealer Services (provider of finance and insurance solutions to automobile dealers and equipment manufacturers), 2015 to 2020 Director, AutoServe1 (cloud-based auto repair shop management solution), 2014 to 2019	2020
Jane Craighead ~~Elizabethtown,~~Brockville, Ontario, Canada	Director Director and Chair of Human Resources Committee, Telesat Corporation(1) (global satellite operators), 2021 to present Director, Crombie Real Estate Investment Trust(1), 2021 to present Director, Wajax Corporation(1) (industrial products and services provider), 2021 to present Director, Jarislowsky Fraser Limited (independent investment firm), 2018 to present Director, Clearwater Food Services ~~(a seafood~~(seafood company engaged in the harvesting, processing, distribution and marketing of seafood), 2015 to 2021 Senior Vice President of Global Human Resources, Scotiabank, 2011 to 2019	2020
Frank Di Tomaso, FCPA, FCA, ICD.D Montreal, Quebec, Canada	Director Director, Birks Group Inc. ~~(1)~~ (designer, manufacturer and retailer of jewelry, timepieces, silverware and gifts), 2014 to present Director, National Bank Trust (asset management and trust services firm), 2012 to 2019 Director, National Bank Life Assurance Company, 2012 to 2019 Director, Yorbeau Resources Inc. (gold exploration company), 2011 to 2016 Director, ADF Group Inc. ~~(1)~~ (complex structural steel and heavy built-up steel components for the non-residential construction industry), 2015 to present Director, Laurentian Pilotage Authority (regulates operations of pilotage services on the St. Lawrence River), 2011 to present	~~2014~~


Name and City of Residence	~~Position and Occupation~~	First Year as Director
Gregory A.C. Yull Sarasota, Florida	Director CEO and President of the Company, 2010 to present President Tapes and Films Division of the Company, 2005 to 2010 Executive Vice President, Industrial Business Unit for Tapes and Films, 2004 to 2005	2010
Melbourne F. Yull Sarasota, Florida	Director Executive Director from June 28, 2007 to June 8, 2010 Retired, 2006 to 2007 Prior thereto he was Chairman of the Board and CEO of the Company, 1981 to 2006 Father of Gregory A.C. Yull	1989-2006 2007


Name and City of Residence	Position and Occupation	First Elected To Office
Gregory A.C. Yull Sarasota, Florida	Chief Executive Officer & President	2010
Jeffrey Crystal, CPA, CA Sarasota, Florida	Chief Financial Officer	2014
Randi M. Booth Bradenton, Florida	Senior Vice President & General Counsel	2017
Douglas Nalette Bradenton, Florida	Senior Vice President, Operations	2006
Shawn Nelson Bradenton, Florida	Senior Vice President, Sales	2010
Joseph Tocci Bradenton, Florida	~~Senior Vice President, Global Sourcing and Supply Chain~~	~~2013~~


		Annual Board and Committee Fees Earned $	Allocation of Annual Fees(1)				Share-Based Awards			Annual Board and Committee Fees Earned (1) $	Allocation of Annual Fees				Share-Based Awards
Name	Name		DSUs(2) $	Cash $	Other $		DSUs(3) $		Name		DSUs(2) $	Cash $	Other $		DSUs(3) $
Robert M. Beil	Robert M. Beil	85,000	—	85,000	—		95,000		Robert M. Beil	79,904	—	79,904	—		95,000
Chris R. Cawston	Chris R. Cawston	15,110	15,110	—	—		55,000	(5)	Chris R. Cawston	80,645	80,645	—	—		95,000
Jane Craighead	Jane Craighead	14,903	14,903	—	—		55,000	(5)	Jane Craighead	85,282	85,282	—	—		95,000
Frank Di Tomaso	Frank Di Tomaso	90,000	—	90,000	—		95,000		Frank Di Tomaso	82,355	—	82,355	—		95,000
Robert J. Foster	Robert J. Foster	85,000	—	85,000	—		95,000		Robert J. Foster	85,000	—	85,000	—		95,000
Dahra Granovsky	Dahra Granovsky	72,000	—	72,000	—		95,000		Dahra Granovsky	77,000	38,500	38,500	—		95,000
James Pantelidis	James Pantelidis	154,000	—	154,000	—		95,000		James Pantelidis	154,000	—	154,000	—		95,000
Jorge N. Quintas	Jorge N. Quintas	72,000	72,000	—	—		95,000		Jorge N. Quintas	72,000	72,000	—	—		95,000
Mary Pat Salomone	Mary Pat Salomone	80,000	—	80,000	—		95,000		Mary Pat Salomone	82,000	—	82,000	—		95,000
Melbourne F. Yull	Melbourne F. Yull	74,000	—	74,000	260,935	(4)	95,000		Melbourne F. Yull	74,000	37,000	37,000	260,935	(4)	95,000


Our Compensation Philosophy			The Company’s executive compensation philosophy and program objectives are directed primarily by two guiding principles. First, the program is intended to provide competitive levels of compensation, at expected levels of performance, in order to attract, motivate and retain talented executives. Second, the program is intended to create an alignment of interest between the Company’s executives, performance objectives, and shareholders, so that a significant portion of each executive’s compensation is linked to creating long-term shareholder value. These two objectives are managed within the context of consideration of risk and governance best practices.


Our Pay Practices	What we do:	What we don't do:
	☑ Pay for Performance - 100% of the long-term incentive program is linked to share price performance ☑ Multi-dimensional assessment of performance including earnings, balance sheet, cash flows and market performance ☑ Use a similarly sized peer group of companies for market pay level benchmarking ☑ Target pay opportunities to be within reasonable range of median ☑ Require compliance with stock ownership requirements ☑ Engage an independent consultant ☑ Maintain the ability to clawback compensation in connection with financial restatement	☒ Hedging ☒ Encourage excessive risk taking ☒ Re-price options ☒ Discount options ☒ Offer excessive perquisites
~~Our Performance~~	•~~Management put effective measures in place to ensure the safety of our workforce and the continuity of our essential production in response to the uncertainty caused by COVID-19,~~ ~~including:~~ social distancing, face covering requirements, health interviews prior to entry to facilities, increased frequency of cleaning and sanitization, enhanced health care coverage for COVID-19 testing and treatment, support for remote work arrangements, proactive cost reduction and cash conservation initiatives, supply chain risk mitigation, and production of personal protective equipment, like medical gowns, in addition to the Company's essential products. •~~Adjusted EBITDA grew 23% from $172.2 million in 2019 to $211.1 million in 2020.~~ •~~Material increase in adjusted EBITDA margin to 17.4% in 2020 from 14.9% in 2019.~~ •~~Cash flows from operating activities grew 33% from $135.0 million in 2019 to $179.6 million in 2020.~~ •~~Continued strong generation of free cash flows of $133.8 million in 2020 from $86.8 million in 2019.~~ •~~Prioritization of debt reduction resulted in net repayments of $23.9 million and drop in total leverage ratio to 2.2 in 2020.~~ •~~One-year and three-year total shareholder return ranking relative to the Peer Group was in the 94th percentile and 78th percentile, respectively.~~ •Experienced strong growth in the e-commerce market where the Company supplies water-activated tape, protective packaging, dispensers and films and the growth in the building & construction market which uses the Company's woven products and tapes. •~~The dividend was increased 6.8% on an annualized basis to $0.63 per common share.~~ •~~Embracing sustainability was formally added to the Company's long-term strategic pillars and the ESG Committee was formed strengthening its commitment to sustainability.~~ •~~Four additional products achieved Cradle to Cradle Certified~~TM ~~status as part of the ongoing sustainability strategic initiatives.~~


Our Performance			•Delivered 26% revenue growth and remained disciplined in our practice to protect the profit dollar spread and mitigate the challenges presented by global supply chain constraints and labor shortages. •Experienced strong growth in the e-commerce market where the Company supplies water-activated tape, protective packaging and dispensers and in the building and construction market which uses the Company's woven products and tapes. •Adjusted EBITDA(1) grew 17% from $211.1 million in 2020 to $247.2 million in 2021, and net earnings decreased from $72.7 million to $67.8 million over the same period. •Cash flows from operating activities decreased 11% from $179.6 million in 2020 to $160.4 million in 2021. •Continued strong generation of free cash flows(1) of $79.1 million in 2021 while nearly doubling our investment in strategic capital projects over 2020 and making a large investment in working capital relating to supply chain and inflationary pressures. •One-year total shareholder return ranking relative to the Peer Group was in the 45th percentile and in the 51st percentile relative to the Index Group. •Three-year total shareholder return ranking relative to the Peer Group was in the 56th percentile and ROIC(1) performance was at the high end of the range between the 3rd and 4th Tier. •The dividend was increased 7.9% on an annualized basis to $0.68 per common share. •Reinforced our commitment to sustainability by signing the Climate Pledge and joining the Business Ambition for 1.5°C campaign for net-zero emissions by 2040; and earned a B score on our first CDP Climate report, which is above the industry average. •Two additional products, as well as the Curby® Mailer HD and the Curby® Cushioning Solutions family of products, achieved Cradle to Cradle CertifiedTM status as part of the ongoing sustainability strategic initiatives.
Compensation of Senior Management			•Annual incentive award targets required Compensation Adjusted EBITDA(1) and Compensation Cash Flows(1) growth of approximately ~~5% each~~ 9% and 4% from ~~2019 results.~~2020 results, respectively. •~~Senior management~~NEOs received annual incentive awards at ~~200%~~143% of their targets, given outstanding performance. •~~Performance share unit ("PSU")~~PSU awards granted in ~~2017~~2018 were settled in ~~2020~~2021 at 0%154% of the value granted based on the ~~TSR~~total shareholder return for the three-year performance period ending on ~~March 20, 2020.~~December 31, 2020 in the 78th percentile relative to the Peer Group and ROIC achievement slightly below the 4th Tier. •Long-term incentive awards represented, on average, ~~25%~~38% of ~~senior management's 2020~~the NEO's 2021 total compensation, ~~72%~~the value of which ~~were in the form of performance-based awards.~~depends on share price performance. •~~On average, base salaries for senior management were increased in 2020 by 2.3% to provide them with market competitive and reasonable compensation.~~


Compensation Element			Purpose
Annual base salary			To provide a base level of annual compensation for the Company’s ~~NEOs~~senior management generally set at a level that is within a competitive range of the median of companies that compete with the Company for business and executive talent ~~(the "Compensation Peer Group")~~and that is aligned with survey data and other analysis
Annual performance-based incentive plan award			To encourage and reward performance over the financial year (typically, compared to predefined goals and objectives) and reflect progress toward predetermined company-wide and individual objectives
Long-term incentives / Equity			To reinforce shareholder alignment, retention and long-term performance orientation


		Annual Compensation				Share-based Awards		Option-based Awards (4) $		Annual Compensation				Share-based Awards		Option-based Awards (4) $
Name	Name	Salary (1) $	Bonus $	Other $		Performance Share Units (2) $	Restricted Share Units (3) $		Name	Salary (1) $	Performance-based Incentive Plan Award $	Other $		Performance Share Units (2) $	Restricted Share Units (3) $
Gregory A.C. Yull	Gregory A.C. Yull	868,400	1,736,800	54,034	(5)	851,301	462,200	334,107	Gregory A.C. Yull	862,338	1,232,324	22,500	(5)	1,254,738	516,238	496,942
Jeffrey Crystal	Jeffrey Crystal	477,672	716,508	—		195,566	106,183	83,288	Jeffrey Crystal	470,108	503,856	—		288,633	118,755	114,321
Randi M. Booth									Randi M. Booth	376,308	285,810	—		227,865	93,753	90,253
Douglas Nalette	Douglas Nalette	407,809	407,809	—		103,538	56,214	44,093	Douglas Nalette	400,890	286,446	—		182,275	75,007	72,203
Shawn Nelson	Shawn Nelson	379,314	379,314	—		103,538	56,214	44,093	Shawn Nelson	379,627	271,254	—		182,275	75,007	72,203
Joseph Tocci		362,765	362,765	—		103,538	56,214	44,093


Name	Name	Compensation Deferred in 2020 $	Accumulated Value at Year End $	Name	Compensation Deferred in 2021 $	Accumulated Value at Year End $
Gregory A.C. Yull	Gregory A.C. Yull	152,453	1,067,266	Gregory A.C. Yull	378,601	1,539,397
Jeffrey Crystal	Jeffrey Crystal	132,489	720,383	Jeffrey Crystal	567,791	1,374,312
Randi M. Booth				Randi M. Booth	30,000	32,545
Douglas Nalette	Douglas Nalette	—	—	Douglas Nalette	—	—
Shawn Nelson	Shawn Nelson	—	—	Shawn Nelson	—	—
Joseph Tocci		75,000	531,192


						Year ended December 31,
						~~2020~~2021
						$
Net earnings						70.0
Interest and other finance costs						56.9
Income tax expense						24.1
Depreciation and amortization						65.5
EBITDA						216.5
Manufacturing facility closures, restructuring and other related charges						—
M&A Costs						8.1
Share-based compensation expense						21.7
Impairment of long-lived assets and other assets						0.8
Loss on disposal of property, plant and equipment						0.1
Adjusted EBITDA						~~211.1~~247.2
Performance bonus expense						~~9.2~~ 8.5
Impact of Nuevopak Acquisition						(0.5)
Compensation Adjusted EBITDA						~~220.4~~255.2


		Gregory A.C. Yull		Jeffrey Crystal		Douglas Nalette		Shawn Nelson		Joseph Tocci			Gregory A.C. Yull		Jeffrey Crystal		Randi M. Booth		Douglas Nalette		Shawn Nelson
Incentive plan award as a percentage of salary:	Incentive plan award as a percentage of salary:											Incentive plan award as a percentage of salary:
Minimum	Minimum	0	%	0	%	0	%	0	%	0	%	Minimum	0	%	0	%	0	%	0	%	0	%
Threshold	Threshold	50	%	38	%	25	%	25	%	25	%	Threshold	50	%	38	%	25	%	25	%	25	%
Target	Target	100	%	75	%	50	%	50	%	50	%	Target	100	%	75	%	50	%	50	%	50	%
Maximum	Maximum	200	%	150	%	100	%	100	%	100	%	Maximum	200	%	150	%	100	%	100	%	100	%