Your Independent Directors unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Proposal

Notice of Meeting and Scheme Booklet For a scheme of arrangement between Nuplex Industries Limited and its Shareholders in relation to the proposed acquisition of all of the fully paid ordinary shares in Nuplex Industries Limited by Allnex Limited, a wholly owned subsidiary of Allnex Belgium SA/NV.

THE SPECIAL MEETING WILL BE HELD AT: Time: 11.00am (New Zealand time) Date: 7 July 2016 Place: The Theatre at the Waipuna Hotel and Convention Centre, 58 Waipuna Road, Mt Wellington, Auckland, New Zealand

SHAREHOLDER INFORMATION LINE 0800 650 034 (toll free within New Zealand), 1800 764 494 (toll free within Australia) or +64 9 488 8793 (outside New Zealand and Australia) between 8.30am and 5.00pm (New Zealand time), Monday to Friday

This is an important document and requires your immediate attention. You should carefully read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about what you should do, you should seek advice from your financial, taxation or legal adviser. If you have sold all of your Nuplex Shares, please ignore this Scheme Booklet. Important information

General Privacy and personal information This Scheme Booklet is an important document and requires Nuplex and Allnex NZ may collect personal information in your immediate attention. If you are a Shareholder, you should the process of implementing the Scheme. Such information carefully read this Scheme Booklet in its entirety before may include the name, contact details and shareholdings of deciding whether or not to vote in favour of the Scheme. Shareholders and the name of persons appointed by those If you are in any doubt as to what you should do, you should persons to act as a proxy or corporate representative at the contact your broker or seek advice from your financial, Special Meeting. The primary purpose of the collection of taxation or legal adviser before making any decision personal information is to assist Nuplex and Allnex NZ to regarding the Scheme. conduct the Special Meeting and implement the Scheme. Personal information of the type described above may be If you have sold all of your Nuplex Shares, please ignore this disclosed to Computershare, print and mail service providers, Scheme Booklet. proxy solicitation firms, Related Companies of Nuplex and Purposes of this Scheme Booklet Allnex NZ and Nuplex’s and Allnex NZ’s service providers The purposes of this Scheme Booklet are to: and advisers. Shareholders have certain rights to access • provide you with information about the proposed acquisition personal information that has been collected. Shareholders of Nuplex by Allnex NZ; should contact Computershare in the first instance, if you • explain the terms and effect of the Scheme; wish to access your personal information. Shareholders who appoint a named person to act as their proxy or corporate • explain the manner in which the Scheme will be considered representative should make sure that person is aware of and, if approved, implemented; these matters. • provide you with information that could reasonably be expected to be material to your decision whether to vote in No internet site forms part of this Scheme Booklet favour of, or against, the Scheme; and Any references in this Scheme Booklet to any website are for informational purposes only. No information contained on • include the information required by the Takeovers Panel in any website forms part of this Scheme Booklet. relation to the Scheme. This Scheme Booklet is not a product disclosure statement. Timetable and dates All references to times in this Scheme Booklet are references Your decision to New Zealand time, unless otherwise stated. Any obligation This Scheme Booklet does not take into account your to do an act by a specified time in New Zealand time must be individual investment objectives, financial situation or needs. done at the corresponding time in any other jurisdiction. You must make your own decisions and seek your own advice in this regard. Diagrams, charts, maps, graphs and tables Any diagrams, charts, maps, graphs and tables appearing The information and recommendations contained in this in this Scheme Booklet are illustrative only and may not Scheme Booklet do not constitute, and should not be taken be to scale. as constituting, financial product advice. If you are in any doubt as to what you should do, you should Effect of rounding seek advice from your financial, taxation or legal adviser A number of figures, amounts, percentages, prices, before making any decision regarding the Scheme. estimates, calculations of value and fractions in this Scheme Booklet are subject to the effect of rounding. Accordingly, Not an offer actual calculations may differ from amounts set out in This Scheme Booklet does not constitute an offer to this Scheme Booklet. Shareholders (or any other person), or a solicitation of an offer from Shareholders (or any other person), in any jurisdiction. Responsibility for information Other than as set out below, this Scheme Booklet has been Laws of New Zealand prepared by, and is the responsibility of, Nuplex: This Scheme Booklet has been prepared in accordance with • the Allnex NZ Information has been prepared by, and is New Zealand law. Accordingly, the information contained the responsibility of, Allnex NZ. Nuplex and its officers in this Scheme Booklet may not be the same as that which and employees do not assume any responsibility for the would have been disclosed in this Scheme Booklet if it had accuracy or completeness of the Allnex NZ Information. been prepared in accordance with the laws and regulations Allnex, Allnex NZ and their respective officers and of another jurisdiction. employees do not assume any responsibility for the Forward looking statements accuracy or completeness of any information in the This Scheme Booklet contains certain forward looking Scheme Booklet other than the Allnex NZ Information; and statements. You should be aware that there are risks • the Independent Adviser’s Report contained in Annexure B (both known and unknown), uncertainties, assumptions has been prepared by, and is the responsibility of, the and other important factors that could cause the actual Independent Adviser. Nuplex and its officers and employees conduct, results, performance or achievements of Nuplex do not assume any responsibility for the accuracy or to be materially different from the future conduct, market completeness of the Independent Adviser’s Report. conditions, results, performance or achievements expressed or implied by such statements or that could cause future Notice of the Final Court Hearing conduct to be materially different from historical conduct. If you wish to oppose the Scheme at the Final Court Hearing, Deviations as to future conduct, market conditions, results, which is expected to be at 10.00am on 21 July 2016 at the performance and achievements are both normal and to High Court, Parliament Street, Auckland, you must file a be expected. notice of appearance or a notice of opposition together with supporting documents on which you wish to rely at Forward looking statements generally may be identified by the High Court and at Nuplex’s registered office by 1.00pm the use of forward looking words such as ‘aim’, ‘anticipate’, on 14 July 2016. ‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘foresee’, ‘future’, ‘intend’, ‘likely’, ‘may’, ‘planned’, ‘potential’, ‘should’, or other Defined terms similar words. Capitalised terms set out in this Scheme Booklet have the Neither Nuplex nor any other person gives any representation, meanings given to them in the Glossary in section 14. assurance or guarantee that the occurrence of the events Date of this Scheme Booklet expressed or implied in any forward looking statements in this This Scheme Booklet is dated 10 June 2016. Scheme Booklet will act