RICHARDS PACKAGING INCOME FUND ANNOUNCES UNITHOLDER APPROVAL OF CONVERSION TO A CORPORATION AND SECURITY-BASED COMPENSATION PLAN

TORONTO, Dec. 11, 2025 /CNW/ - Richards Packaging Income Fund (TSX: RPI.UN) (the "Fund" or "Richards Packaging") announced today that at its special meeting of unitholders of the Fund ("Unitholders") held earlier today, the Unitholders approved the previously announced: (i) proposed conversion of the Fund from an unincorporated, open-ended, limited purpose trust to a corporation, pursuant to a statutory plan of arrangement involving the Fund and Richards Group Inc. ("RGI") under the Business Corporations Act (Ontario) and the Trustee Act (Ontario) (the "Arrangement"); and (ii) adoption of a security-based compensation plan (the "RGI Incentive Plan") by RGI.

The detailed results of the votes held at the special meeting of Unitholders regarding the Arrangement and the RGI Incentive Plan are set out below. These results reflect voting of [•%] of all trust units outstanding, either by proxy or in person.

	Votes For	Percent	Votes Against	Percent
Arrangement	9,290,406	99.55 %	42,131	0.45 %
RGI Incentive Plan	8,826,747	94.59 %	505,120	5.41 %

Completion of the Arrangement remains subject to the satisfaction of certain conditions precedent, including, without limitation, receipt of a final order of the Ontario Superior Court of Justice. Subject to the satisfaction or waiver of all applicable conditions precedent to the Arrangement, the Arrangement is expected to be effective on or about December 19, 2025 (the "Effective Date").

Pursuant to the Arrangement, the Unitholders will receive one common share in the capital of RGI for each trust unit held. Shortly following the Effective Date, the common shares of RGI are expected to commence trading on the Toronto Stock Exchange ("TSX") under the symbol "RIC", subject to the satisfaction of certain customary conditions of the TSX.

Full details of the Arrangement are provided in the Fund's management information circular dated October 27, 2025 (the "Circular"). Electronic copies of the Circular, the other meeting materials, and the RGI Incentive Plan may be accessed on the Fund's website at https://richardspackaging.com/pages/ir-special-meeting and on the Fund's SEDAR+ profile at www.sedarplus.ca.

About Richards Packaging Income Fund

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

Caution Concerning Forward-Looking Statements

This release contains certain forward-looking information and statements within the meaning of applicable securities laws (collectively, "Statements"), including statements related to the Arrangement, the satisfaction of the required conditions precedent to the Arrangement, the expected Effective Date of the Arrangement, listing of the common shares of RGI for trading on the TSX and satisfaction of the conditions of the TSX with respect thereto. The Statements are frequently identified by the use of such words as "will", "may", "could", "expect", "plan", "anticipate", "believe" and other similar terminology. These Statements reflect management's current beliefs and are based on information currently available to the management of Richards Packaging. A number of factors could cause actual events or results to differ materially from those predicted, expressed or implied in the Statements. Factors that could cause such differences include, among other things, failure to receive the final court order, failure to satisfy or obtain a waiver of the conditions precedents to the Arrangement, failure to meet the listing conditions of the TSX, general economic conditions, interest rates, changes in customer and supplier relationships, competition in the industry, inventory obsolescence, trade risks in respect to foreign suppliers and fluctuations in foreign exchange and interest rates. Although the Statements contained in this release are based upon what management believes to be reasonable assumptions, there can be no assurance that actual results will be consistent with these Statements. These Statements are made as of the date of this release and the Fund assumes no obligation to update or revise them to reflect new events or circumstances.

SOURCE Richards Packaging Inc.

FOR MORE INFORMATION CONTACT: John Glynn, Chief Executive Officer, Richards Packaging Inc., [phone], [email protected]; Enzio Di Gennaro, Chief Financial Officer, Richards Packaging Inc., [phone], [email protected]