MATERIAL CHANGE REPORT UNDER
SECTION 85 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 146 OF THE SECURITIES ACT (ALBERTA)
SECTION 84 OF THE SECURITIES ACT, 1988 (SASKATCHEWAN)
SECTION 75 OF THE SECURITIES ACT (ONTARIO)
SECTION 81 OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 76 OF THE SECURITIES ACT, 1990 (NEWFOUNDLAND)
ITEM 1. REPORTING ISSUER
Royal Group Technologies Limited (the "Company")
1 Royal Gate Boulevard
Vaughan, Ontario
L4L 8Z7
ITEM 2. DATE OF MATERIAL CHANGE
The date of the material change herein reported is November 17,
2003.
ITEM 3. PRESS RELEASE
A press release disclosing the material change was issued on
November 17, 2003 in Toronto, Ontario and disseminated across
Canada by CCN Matthews.
ITEM 4. SUMMARY OF MATERIAL CHANGE
On November 17, 2003, the Company announced that Vic De Zen,
Chairman and Co-Chief Executive Officer, is retiring from his
position as Co-Chief Executive Officer as of December 18, 2003.
Douglas Dunsmuir, the Company's President and Co-Chief Executive
Officer will become Chief Executive Officer as of December 18,
2003. In addition to becoming Chief Executive Officer, Mr.
Dunsmuir will remain President of the Company. Mr. De Zen will
remain Chairman of the Company, but in a non-executive capacity.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
Please see the press release attached hereto as Schedule "A".
ITEM 6. CONFIDENTIAL REPORT
Not applicable.
ITEM 7. OMITTED INFORMATION
No significant facts have been omitted from this report.
ITEM 8. SENIOR OFFICER
For further information, please contact:
Mark Badger
Vice President, Corporate Communications
Tel: (905) 264-0701
Fax: (905) 264-0702
ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred
to herein.
DATED this 17th day of November, 2003 at Vaughan, Ontario.
ROYAL GROUP TECHNOLOGIES LIMITED
Per: "Scott D. Bates"
-----------------------------------
Scott D. Bates
General Counsel and
Corporate Secretary
SCHEDULE "A"
[ROYAL GROUP TECHNOLOGIES LOGO]
FOR: ROYAL GROUP TECHNOLOGIES LIMITED
TSX, NYSE SYMBOL: RYG
NOVEMBER 17, 2003
ROYAL GROUP ANNOUNCES VIC DE ZEN'S RETIREMENT
TORONTO, ONTARIO--Royal Group Technologies Limited (RYG: TSE, NYSE) announced
today that Vic De Zen, Chairman and Co-Chief Executive Officer, is retiring from
his position as Co-Chief Executive Officer as of December 18, 2003. Douglas
Dunsmuir, Royal's President and Co-Chief Executive Officer will become Chief
Executive Officer as of December 18, 2003. In addition to becoming Chief
Executive Officer, Mr. Dunsmuir will remain President of the Group. Mr. De Zen
will remain Chairman of Royal Group, but in a non-executive capacity.
Mr. De Zen reflected on his decision to retire saying he is "confident that Doug
and his expanding management team will continue to build on Royal's position as
a world leader in plastic building products industry". He added that he "is
looking forward to spending more time with his family and friends" in his
retirement. Mr. Dunsmuir commented on his new responsibilities and on Mr. De
Zen's retirement saying that "it is an honor to lead the team that will harness
the great opportunities flowing from the strong foundation Vic has created for
Royal Group over his 33 years in the business".
Royal Group Technologies Limited is a manufacturer of innovative, polymer-based
home improvement, consumer and construction products. The company has extensive
vertical integration, with operations dedicated to provision of materials,
machinery, tooling, real estate and transportation services to its plants
producing finished products. Royal's manufacturing facilities are primarily
located throughout North America, with international operations in South
America, Europe and Asia. Additional investment information is available on
Royal Group's web site at www.royalgrouptech.com under the "Investor Relations"
section.
The information in this document contains certain forward-looking statements
with respect to Royal Group Technologies Limited, its subsidiaries and
affiliates. These statements are often, but not always made through the use of
words or phrases such as "expect", "should continue", "continue", "believe",
"anticipate", "estimate", "contemplate", "target", "plan", "budget", "may",
"will", "schedule" and "intend" or similar formulations. By their nature, these
forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management, are inherently
subject to significant, known and unknown, business, economic, competitive and
other risks, uncertainties and other factors affecting Royal specifically or its
industry
generally that could cause actual performance, achievements and financial
results to differ materially from those contemplated by the forward-looking
statements. These risks and uncertainties include fluctuations in the level of
renovation, remodeling and construction activity; changes in product costs and
pricing; an inability to achieve or delays in achieving savings related to the
cost reductions or revenues related to sales price increases; the sufficiency of
our restructuring activities, including the potential for higher actual costs to
be incurred in connection with restructuring activities compared to the
estimated costs of such actions; the ability to recruit and retain qualified
employees; the level of outstanding debt and our current debt ratings; the
ability to meet the financial covenants in our credit facilities; changes in
product mix; the growth rate of the markets into which Royal's products are
sold; market acceptance and demand for Royal's products; changes in availability
or prices for raw materials; pricing pressures resulting from competition;
difficulty in developing and introducing new products; failure to penetrate new
markets effectively; the effect on foreign operations of currency fluctuations,
tariffs, nationalization, exchange controls, limitations on foreign investment
in local business and other political, economic and regulatory risks; difficulty
in preserving proprietary technology; adverse resolution of litigation and
administrative and intellectual property disputes; changes in environmental
regulations; currency risk exposure and other risks described from time to time
in publicly filed disclosure documents and securities commission reports of
Royal Group Technologies Limited and its subsidiaries and affiliates. In view of
these uncertainties we caution readers not to place undue reliance on these
forward-looking statements. Statements made in this document are made as of
November 17, 2003 and Royal disclaims any intention or obligation to update or
revise any statements made herein, whether as a result of new information,
future events or otherwise.
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FOR FURTHER INFORMATION PLEASE CONTACT:
MARK BADGER
VICE PRESIDENT, CORPORATE COMMUNICATIONS
(905) 264-0701
(905) 264-0702 (FAX)