Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2024

SONOCO PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)

001-11261

(Commission File Number)


South Carolina						57-0248420
(State or other jurisdiction or incorporation)						(I.R.S. Employer Identification Number)

1 N. Second St.

Hartsville, South Carolina 29550

(Address of principal executive offices)(Zip Code)

(843) 383-7000

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
No par value common stock	SON	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Term Loan Commitments

On September 13, 2024, Sonoco Products Company (“Sonoco” or the “Company”) announced that, in order to finance a portion of the cash consideration for the Company’s proposed acquisition of all of the issued and outstanding equity interest in Titan Holdings I B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Eviosys,” and such proposed acquisition, the “Eviosys Acquisition”), it had obtained commitments from certain lenders for an approximately $1.2 billion senior unsecured term loan facility (the “Term Loan Facility”). Funding of the Term Loan Facility is expected to take place substantially concurrently with the closing of the Eviosys Acquisition, and the Term Loan Facility is expected to mature 364 days following the funding date. The Company expects to enter into a definitive agreement with respect to the Term Loan Facility on or around September 16, 2024. After the execution of a definitive agreement, the commitments in respect of the Term Loan Facility will replace a corresponding amount of the commitments in respect of the Company’s existing 364-day senior unsecured bridge term loan facility, in accordance with the terms of the bridge facility commitment letter.

Unaudited Supplemental Non-GAAP Pro Forma Financial Information

Unaudited supplemental non-GAAP pro forma condensed combined financial measures of the Company and Eviosys for the year ended December 31, 2023 and the six months ended June 30, 2024 are attached as Exhibit 99.4 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.4 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

As previously announced, on June 22, 2024, the Company, Titan Holdings Coöperatief U.A., a cooperative

with excluded liability (coöperatie met uitgesloten aansprakelijkheid), incorporated under the laws of the Netherlands (the “Seller”), and Eviosys entered into a Put Option Agreement (the “Put Option Agreement”) pursuant to which the Company made a binding offer to acquire, on the terms and conditions set forth in the Equity Purchase Agreement, dated as of June 22, 2024, by and among the Company, the Seller and Eviosys (the “Purchase Agreement”), all of the issued and outstanding equity interests in Eviosys. Pursuant to the Put Option Agreement, on August 22, 2024, following the completion of a consultation process with the European Works Council of Eviosys and its subsidiaries, the Seller delivered an exercise notice to the Company accepting its offer and delivered to the Company a copy of the Purchase Agreement, executed by Eviosys and the Seller. The Eviosys Acquisition is expected to close in the fourth quarter of 2024 or the first quarter of 2025.

The Company is filing Exhibits 99.1, 99.2 and 99.3 to this Current Report to provide certain financial information with respect to Eviosys and its subsidiaries and the proposed Eviosys Acquisition.

Included in this Current Report as Exhibit 99.1 are the audited consolidated financial statements of Eviosys as of December 31, 2023 and 2022 and for years ended December 31, 2023 and 2022, the notes related thereto and the related Report of Independent Auditors. Included in this Current Report as Exhibit 99.2 are the unaudited condensed consolidated financial statements of Eviosys as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 and 2023 and the notes related thereto.

Also included in this Current Report as Exhibit 99.3 are the unaudited pro forma condensed combined financial statements described in Item 9.01(b) below.

The pro forma financial information included in this Current Report has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Eviosys would have achieved had the companies been combined during the period presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.

Forward-Looking Statements

Certain statements made in this communication are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “assume”, “believe”, “committed”, “continue”, “could”, “estimate”, “expect”, “focused”, “future”, “likely”, “may”, “ongoing”, “outlook”, “potential”, “seek”, “strategy”, “will”, or the negative thereof, and similar expressions identify forward-looking statements.

Forward-looking statements in this communication include, but are not limited to, statements regarding the pending Eviosys Acquisition, the anticipated effects and timing thereof and the Company’s financing plans with respect thereto. These forward-looking statements are made based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management. Such information includes, without limitation, discussions as to estimates, perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning the Company’s future financial and operating performance. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.

Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. Risks and uncertainties include, among other things, risks related to the Eviosys Acquisition, including that the Eviosys Acquisition will not be consummated; conditions in the credit markets and the ability to obtain financing for the Eviosys Acquisition on the timing or terms the Company anticipates; the ability to receive regulatory approvals for the Eviosys Acquisition in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the Eviosys acquisition; the ability to retain key employees and successfully integrate Eviosys; the Company’s ability to realize estimated cost savings, synergies or other anticipated benefits of the Eviosys Acquisition, or that such benefits may take longer to realize than expected; diversion of management’s attention; the potential impact of the announcement or consummation of the Eviosys Acquisition on relationships with clients and other third parties; the Company’s ability to execute on its strategy, including with respect to portfolio simplification, cost management, productivity improvements, restructuring and capital expenditures, and achieve the benefits it expects therefrom; the operation of new manufacturing capabilities; the availability, transportation and pricing of raw materials, energy and transportation, including the impact of potential changes in tariffs or sanctions and escalating trade wars, and the impact of war, general regional instability and other geopolitical tensions (such as the ongoing conflict between Russia and Ukraine as well as the economic sanctions related thereto, and the ongoing conflict in Israel and Gaza), and the Company’s ability to pass raw material, energy and transportation price increases and surcharges through to customers or otherwise manage these commodity pricing risks; the costs of labor; the effects of inflation, fluctuations in consumer demand, volume softness, and other macroeconomic factors on the Company and the industries in which it operates and that it serves; the Company’s ability to meet its environmental and sustainability goals, including with respect to greenhouse gas emissions; and to meet other

social and governance goals, including challenges in implementation thereof; and the other risks, uncertainties and assumptions discussed in the Company’s filings with the Securities and Exchange Commission, including its most recent reports on Forms 10-K and 10-Q, particularly under the heading “Risk Factors”. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed herein might not occur.

No Offer or Solicitation

This Current Report, including the exhibits hereto, is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction where such offer or sale is not permitted. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The consolidated financial statements of Eviosys required by Item 9.01(a) of Form 8-K and accompanying notes are filed as Exhibits 99.1 and 99.2 to this Current Report.

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) of Form 8-K in relation to the proposed Eviosys Acquisition is filed as Exhibit 99.3 to this Current Report.

(d) Exhibits


			Exhibit No.						Description of Exhibit
			23.1						Consent of PricewaterhouseCoopers Audit , independent auditors of Eviosys.
			99.1						Historical Audited Consolidated Financial Statements and Related Notes of Eviosys as of D ecember 31, 2023 and 2022 and for the years en ded December 31, 2023 and 2022 .
			99.2						Historical Unaudited Condensed Consolidated Financial Statements and Related Notes of Eviosys as of June 30, 2024 a nd De cember 31, 2023 and for the Six Months ended June 30, 2024 and 2023 .
			99.3						Unaudited Pro Forma Condensed Co mbined Balance Sheet as of June 30, 2024 and the Unaudited Pro Form Condensed Co mbined Statements of Income of Sonoco for the year ended December 31, 2023 and the Six Months ended June 30, 2024.
			99.4						Unaudited S upplemental N on-GAAP P ro F orma F inancial Information .
			104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SONOCO PRODUCTS COMPANY

Date: September 13, 2024

By:

/s/ Robert R. Dillard

Robert R. Dillard

Chief Financial Officer

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-266837) and on Forms S-8 (File No. 333-206669, File No. 333-206671, File No. 333-206672, File No. 333-206673, File No. 333-232936, and File No. 333-279043) of Sonoco Products Company of our report dated August 2, 2024 relating to the consolidated financial statements of Titan Holdings I B.V. as of December 31, 2023 and 2022 and for the years then ended, which appears in this Current Report on Form 8-K.

/s/ PricewaterhouseCoopers Audit

Neuilly-sur Seine, France

September 13, 2024

PricewaterhouseCoopers Audit, SAS, 63, rue de Villiers 92208 Neuilly-sur-Seine Cedex Téléphone: +33 (0)1 56 57 58 59, www.pwc.fr Société d'expertise comptable inscrite au tableau de l'ordre de Paris - Ile de France. Société de commissariat aux comptes membre de la compagnie régionale de Versailles et du Centre. Société par Actions Simplifiée au capital de 2 510 460 €. Siège social : 63 rue de Villiers 92200 Neuilly-sur-Seine. RCS Nanterre 672 006 483. TVA n° FR 76 672 006 483. Siret 672 006 483 00362. Code APE 6920 Z. Bureaux : Bordeaux, Grenoble, Lille, Lyon, Marseille, Metz, Nantes, Neuilly-Sur-Seine, Nice, Poitiers, Rennes, Rouen, Strasbourg, Toulouse. Report of Independent Auditors To the Managing Director of Titan Holdings I B.V. Opinion We have audited the accompanying consolidated financial statements of Titan Holdings I B.V. and its subsidiaries (the “Company”), which comprise the consolidated financial statement of financial position as of December 31, 2023 and 2022, and the related consolidated financial statement of profit or loss, consolidated financial statement of comprehensive income, consolidated financial statement of changes in equity and consolidated financial statement of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Titan Holdings I B.V. Report of Independent Auditors Page 2 Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit in accordance with US GAAS, we: ● Exercise professional judgment and maintain professional skepticism throughout the audit. ● Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. ● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. ● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Neuilly-sur-Seine, France August 2, 2024 /s/ PricewaterhouseCoopers Audit

Eviosys 2023 Annual report 04 Consolidated Financial Statement of Profit or Loss Consolidated Financial Statement of Profit or Loss in Millions of Eur Note Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Revenue 5 2,408 2,675 Cost of product sold (1,991) (2,213) Gross profit 417 462 Selling, general and administration expenses 6 (112) (107) Other income/(expenses) 7 (14) (22) Amortization of intangible assets 18 (53) (53) Operating profit/(loss) 238 280 Finance expense 8 (161) (94) Foreign exchange gain/(loss) (1) (4) IAS 29 Net monetary loss 11 (8) (7) Profit/(loss) before income tax 68 175 Income tax 19.1 (33) (14) Income/(loss) of the period 35 161 Profit attributable to non‑controlling interest - (5) Income/(loss) of the period attributable to Titan Holdings I B.V 35 156 The notes are an integral part of these consolidated financial statements.

Eviosys 2023 Annual report 05 Consolidated Financial Statement of Comprehensive Income Consolidated Financial Statement of Comprehensive Income in Millions of Eur Note Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Income of the period 35 161 Other comprehensive income: Items that may subsequently be reclassified to income statement Foreign currency translation adjustments: Arising in the period (6) (12) Effective portion of changes in fair value of cash flow hedges: New fair value adjustments into reserve 15.3 (15) 30 Movement in deferred tax 19.3 - (1) Items that will not be reclassified to income statement Re‑measurement of employee benefit obligations 21 (3) 21 Movement in deferred tax 19.3 - (5) Opening Hyperinflation “catch‑up” adjustment - 2 Total other comprehensive (loss)/income for the period (24) 35 Total comprehensive gain for the period 11 196 Net gain attributable to non‑controlling interests - (5) Translation adjustments attributable to non‑controlling interests - 1 Comprehensive gain attributable to Titan Holdings I B.V 11 192 The notes are an integral part of these consolidated financial statements.

Eviosys 2023 Annual report 06 Consolidated Financial Statement of Financial Position in Millions of Eur Note December 31, 2023 December 31, 2022 Cash & cash equivalents 9 342 257 Trade receivables 205 279 Contract receivables 43 46 Other receivables 37 41 Current tax receivables 20 2 Inventory 20 466 561 Current financial assets 10 2 7 Other current assets 16 9 Total current assets 1,131 1,203 Property, plant and equipment 16 826 828 Right‑of‑use assets 17 27 27 Intangible assets 18 1,364 1,417 Deferred tax asset 19.3 21 29 Other non‑current assets 4 3 Non‑current financial assets 10 14 28 Total non‑current assets 2,256 2,332 Total assets 3,387 3,535 Short‑term debt 13 10 5 Trade payable 14 499 637 Current lease liabilities 17 10 8 Income taxes payable 21 26 Current financial liabilities 15.5 2 4 Other current liabilities 324 345 Total current liabilities 866 1,025 Long‑term debt 13 1,915 1,520 Non‑current lease liabilities 17 18 19 Employee benefits 21 61 57 Deferred tax liability 19.4 214 245 Other non‑current provisions 22 7 6 Non‑current financial liabilities 15.5 6 - Other non‑current liabilities 2 2 Total non‑current liabilities 2,223 1,849 Non‑controlling interest 18 18 Issued capital 4 - - Reserves 280 643 Total equity 298 661 Total liabilities and equity 3,387 3,535 The notes are an integral part of these consolidated financial statements.

Eviosys 2023 Annual report 07 Consolidated Financial Statement of Changes In Equity Consolidated Financial Statement of Changes In Equity in Millions of Eur Share capital (1) Hedging reserves Foreign currency translation reserve Pension Retained earnings Additional paid in capital Other Non- controlling interest December 31, 2021 - (6) (7) 1 (93) 664 - 560 15 575 Income of the period Capital Increase Dividend Distribution Employee equity plan Other comprehensive (loss)/ income for the period Hyperinflation 2022 adjustment (2) Opening Hyperinflation “catch up” adjustment Dividend paid to NCI Rounding - - - - 156 - - 156 5 161 - - - - - 4 - 4 - 4 - - - - - (125) - (125) - (125) - - - - - - 2 2 - 2 - 29 (12) 16 - - - 33 (1) 32 - - - - - - 10 10 - 10 - - - - - - 2 2 - 2 - - - - - - - - (1) (1) - - - - - - 1 1 - 1 December 31, 2022 - 23 (19) 17 63 543 16 643 18 661 December 31, 2022 23 (19) 17 63 543 16 643 18 661 Income of the period Dividend distribution Employee equity plan Other comprehensive (loss)/ income for the period Hyperinflation adjustment for 2023 (2) Rounding - - - - - - - - (15) - - - - (6) - - - - (3) - 35 - - - - - (388) - - - - - 3 - 11 35 - 35 (388) - (388) 3 - 3 (24) (24) 11 - 11 December 31, 2023 - 8 (25) 14 98 155 30 280 18 298 (1) Titan Holdings I B.V has 91 euros of share capital in 2023. Please refer to note 4 (2) Impact of the Turkish subsidiary as required by IAS 29 The notes are an integral part of these consolidated financial statements. Total equity Total shareholder’s equity

Eviosys 2023 Annual report 08 Consolidated Financial Statement of Cash Flows in Millions of Eur December 31, 2023 December 31, 2022 Profit/(loss) before income tax 68 175 Adjustments for: Amortisation & depreciation 151 182 Finance costs net 161 93 Restructuring & other 19 27 Change in operating assets & liabilities: Decrease/(increase) in trade receivables 72 (32) Decrease/(increase) in contract assets 2 (9) Decrease/(increase) in inventories 90 (212) Decrease/(increase) in other operating assets 5 2 (Decrease)/increase in trade payables (138) 32 (Decrease)/Increase in other operating liabilities (20) 54 Cash generated from operations 410 312 Interest paid (147) (87) Income tax paid (78) (62) Restructuring payments (21) (3) Employee benefits payments/contributions - (1) Transaction costs relating to debt financing (14) 1 Other operating cash flows - (1) Net cash generated from operating activities 150 159 Purchase of property, plant and equipment (82) (72) Other investing cash flows 4 1 Net cash used in investing activities (78) (71) Proceeds from borrowings 406 - Repayment of borrowings (11) (17) Dividend Payment (388) (125) Capital increase/(decrease) - 4 Other financing cash flows - (1) Net cash generated from financing activities 7 (139) Net (decrease)/increase in cash, cash equivalents and restricted cash 79 (51) Cash, cash equivalents and restricted cash at the beginning of the period 263 317 Foreign exchange losses on cash, cash equivalents and restricted cash - (3) Cash, cash equivalents and restricted cash at the end of the period 342 263 The notes are an integral part of these consolidated financial statements.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 9 1.1 Notable Events Russian operations Eviosys operates two plants in Timashevsk and Novotitarovskaya (co‑located with a major customer). Revenue in Russia was approximately 3% of Group sales in 2023. The €8m of cash held in Russia at year‑end 2023 is restricted with regarding remittance to the Group however the cash can be used by the Russian subsidiaries to finance working capital requirements. Eviosys is continually monitoring the evolving situation in Eastern Europe and is working to ensure continuity of operations, access to cash generated in Russia, and with the support of specialized external counsel, compliance with all applicable sanctions being put in place. Debt issue On March 7, 2023 Eviosys issued a €400m non‑fungible coterminous Term Loan B (“New Term Loan B”) for general corporate purposes including payment of a dividend to its shareholders and related transaction fees and expenses. Climate change Management have considered climate change risks when exercising judgements and estimates during the preparation of the consolidated financial statements and have determined that there are no significant consequences for Eviosys. Notes to the consolidated financial information Note 1 General information Titan Holdings I B.V. (the “Company”), a company with limited liability, was incorporated under the laws of the Netherlands on April 6, 2021. The Company’s registered office is Keizersgracht 555, 1017 DR Amsterdam, The Netherlands, registered under number 82439613. The Company had no activity until the acquisition of the European Tinplate business of Crown Holdings, Inc. on August 31, 2021. The principal place of business of the Company, where the executive management team is based, is located in Zug, Switzerland. Titan Holdings I B.V. and its subsidiaries (together the “Group” or “Eviosys”) are a leading supplier of innovative, value‑added, rigid metal packaging solutions. The Group’s products mainly include metal containers primarily for food markets. The Group operates 43 plants in 17 countries mainly throughout Europe and Africa. One plant in the Netherlands ceased operations during the first half of 2023 in line with the restructuring plan, with the land and buildings sold in Quarter 3, 2023. One of the facilities that supplies Eviosys in the UK is expected to transfer formally to Eviosys’ management in Q2 2024, pursuant to terms of the transaction with Crown. The company is in the process of establishing a new can making facility in Dhakhla, Morocco, that will become operational during 2024. The food can business is seasonal with the first quarter tending to be the slowest period as the autumn packaging period in the Northern Hemisphere has ended and new crops are not yet planted. The industry enters its busiest period in the third quarter when the majority of fruits and vegetables in the Northern Hemisphere are harvested. Due to this seasonality, inventory levels increase in the first half of the year to meet peak demand in the second and third quarters. These non‑statutory consolidated financial statements (referred to as “consolidated financial statements”) reflect the consolidation of the legal entities forming the Group for the twelve months ended December 31, 2023 (the “reporting date”). The significant operating subsidiaries forming the Group are listed in note 26.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 10 Note 2 Basis of presentation and summary of significant accounting policies 2.1 Basis of preparation The Group’s consolidated financial statements for the twelve months ended December 31, 2023 have been prepared in compliance with IFRS (“International Financial Reporting Standards”) and IFRS IC interpretations (“International Financial Reporting Standards Interpretations Committee”) as issued by the International Accounting Standards Board (IASB) effective as of December 31, 2023. These audited consolidated financial statements were authorised by the Board of Directors on July 31, 2024. 2.2 Summary of significant accounting policies 2.2.1 New and amended standards and interpretations in 2023 On May 23, 2023 the IASB published the amendment to IAS 12 International Tax Reform – Model Pillar Two Rules for immediate application. In December 2022, the Member States of the European Union unanimously agreed to adopt the Directive introducing an overall minimum corporate tax rate of 15%, which will enter into force from 2024, in line with the OECD second pillar model framework. Under the legislation the Group is liable to pay a top‑up tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum tax rate. All entities within the Group have an effective tax rate that exceeds 15%, except for three subsidiaries operating in Ireland, Hungary and Switzerland where the statutory tax rate is below 15%. However, although the effective tax rate is below 15%, the Group might not be exposed to paying Pillar Two income taxes in relation to these jurisdictions. This is due to the impact of specific adjustments envisaged in the Pillar Two legislation which give rise to different effective tax rates compared to those calculated in accordance with IAS 12.86. Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of the enacted or substantively enacted legislation is not yet reasonably estimable. The Group is currently engaged with tax specialists to assist in applying the legislation. The Group has applied the exemption to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. Amendments to IAS 12 – deferred tax related to assets and liabilities arising from a single transaction. Deferred tax assets and liabilities related to right of use assets and lease liabilities have been recognized and a disclosure has been added in the tax note. Several amendments and interpretations applied for the first time in 2023, but had no impact on the Consolidated Financial Statements of the Group. • IFRS 17 Insurance Contracts – this standard replaces IFRS 4 and concerns entities that issue insurance contracts • Amendment to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies • Amendment to IAS 8: Definition of Accounting Estimates 2.2.2 New standards and interpretations not yet mandatorily applicable The following new standards and interpretations have been issued but are not yet effective. The Group plans to adopt these new standards and interpretations on their required effective dates and does not expect any material impact as a result of their adoption. • Amendments to IFRS 16 – Leases on sale and leaseback • Amendment to IAS 1 – Non‑current liabilities with covenants • Amendment to IAS 7 and IFRS 7 – Supplier finance • Amendments to IAS 21 – Lack of exchangeability

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 11 2.2.3 The accounting policies adopted are as follows a. Basis of measurement The consolidated financial statements have been prepared under a historical cost basis, except for derivatives financial instruments, which are accounted for at fair value through Other Comprehensive Income, and all acquired assets and assumed liabilities of a business combination, measured at fair value at the time of the acquisition and since measured at amortized cost. b. Functional and presentation currency The functional currency of the Company and the presentation currency of the Group is Euro. All financial information presented in Euro has been rounded to the nearest million, except where otherwise indicated. Any discrepancies between balances included in the financial statements and those included in the notes to the consolidated financial statements are due exclusively to rounding and do not alter their reliability or substance. c. Foreign currency transactions Transactions denominated in foreign currencies are translated at the closing rates effective at the dates of the transactions. In accordance with IAS 21 “Effects of Changes in Foreign Exchange Rates”, monetary items are translated using the closing rate effective at the reporting date. The corresponding foreign currency translation gains and losses are recognized in the consolidated income statement. d. Translation of foreign operations Foreign operations with a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; • income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses translated at the dates of the transactions); and • all resulting exchange differences are recognised in other comprehensive income. The Turkish entity is an exception due to hyperinflationary accounting under IAS 29, all items are translated at period end rate. e. Use of estimates and judgments The preparation of the consolidated financial statements in conformity with IFRS requires Management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Assumptions and estimated uncertainties that could result in a material adjustment within the next financial period are included in the calculation of the following: • intangible assets and goodwill (estimate of future cash flows and determination of the discount rate); and • employee pension obligation (actuarial assumptions). f. Hyperinflation From April 1, 2022, the Turkish economy has been considered hyperinflationary based on the criteria established by International Accounting Standard 29, “Financial Reporting in Hyperinflationary Economies” (“IAS 29”). This designation is determined following an assessment of a series of qualitative and quantitative circumstances, including the presence of a cumulative inflation rate of more than 100% over the previous three years. Financial statements that are prepared in Turkish Lira are restated in terms of the purchasing power at the end of the reporting period based on the Turkish Statistical Institute Consumer Price Index.

Eviosys 2023 Annual report 12 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information g. Business combinations Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date – i.e. when control is transferred to the Group. The Group measures goodwill at the acquisition date as: • the fair value of the consideration transferred; plus • the recognized amount of any non‑controlling interests in the acquiree; plus • if the business combination is achieved in stages, the fair value of the pre‑existing equity interest in the acquiree; less • the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognized immediately in consolidated statement of income. Transactions costs, other than those associated with the issue of debt or equity securities, incurred by the Group in connection with a business combination are expensed as incurred. Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not re‑measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in the consolidated statement of income. If the initial accounting for a business combination is provisional at the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is provisional. Those provisional amounts are adjusted during the measurement period (12 months) or additional assets or liabilities are recognized, to reflect new information obtained during the measurement period about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. Non‑controlling interests For each business combination, the Group elects to measure any non‑controlling interests in the acquiree either: • at fair value; or • at the proportionate share of the acquiree’s identifiable net assets, which are generally at fair value. The Group has elected to measure non‑controlling interests at the proportionate share of the net assets acquired during the period. The following treatment is applied on consolidation: • in the consolidated statement of financial position, non‑controlling interests in the net assets of subsidiaries are identified and reported separately in the caption “Non‑controlling interests”; and • the portion of the profit or loss of the fully consolidated subsidiaries attributable to non‑controlling interests is presented in the consolidated statement of income and in the consolidated statement of comprehensive income in the caption “Profit/loss attributable to non‑controlling interests”. h. Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Consolidation of a subsidiary takes place from the date of acquisition, which is the date on which control of the net assets and operations of the acquiree are effectively transferred to the acquirer. From the date of acquisition, the parent (the acquirer) incorporates into the consolidated statement of income, the financial performance of the acquiree and recognizes in the consolidated statement of financial position, the acquired assets and assumed liabilities (generally at fair value), including any goodwill arising on the acquisition. The following treatment is applied on consolidation: • the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of the equity of each subsidiary are eliminated; • intra‑group balances and transactions and unrealized gains and losses on transactions between the Group companies are eliminated in full; and

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 13 • changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognized as a result. Consolidated financial statements are prepared on the basis of Group accounting policies thereby applying uniform accounting policies to similar transactions and other events in similar circumstances. Loss of control Subsidiaries are de‑consolidated from the date on which control ceases. On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary. Any surplus or deficit arising from the loss of control is recognized in consolidated statement of income. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity‑accounted investee or as a financial asset depending on the level of influence retained. Investment in associates An associate is an entity in which the investor has significant influence, but which is neither a subsidiary nor a joint venture (see next subsection). Significant influence is the power to participate in the financial and operating policy decisions of the investee when the investor does not have control or joint control. It is presumed to exist when the investor holds between 20% and 50% of the investee’s voting power. This presumption may be rebutted if there is clear evidence to the contrary. The Group does not have any investment in associates over which the Group exercises significant influence. Joint ventures and joint operations The Group does not have any joint arrangement over which the Group exercises joint control (i.e. neither joint ventures nor joint operations). i. Cash, Cash Equivalents and Restricted Cash Cash equivalents represent investments with maturities of three months or less from the time of purchase and are carried at cost, which approximates fair value because of the short maturity of those instruments. The company generally classifies any cash that is legally restricted as to withdrawal or usage as restricted cash. j. Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The measurement of expected credit losses is based on past events, historical experience, current conditions and forecasts that affect the collectability of accounts receivable. k. Income Tax The income tax expense or credit for the period is the tax payable on the current period’s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is accounted if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Eviosys 2023 Annual report 14 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information l. Intangible assets Goodwill Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. The Group is composed of one reporting segment and management have allocated goodwill to only one cash‑generating unit. Trademarks, licences and customer contracts Separately acquired trademarks and licences are shown at historical cost. Trademarks, licences and customer contracts acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses. Research and development Research expenditure is recognised as an expense as incurred. Development costs are only recognised as assets on the balance sheet if all the recognition criteria set out by IAS 38 – Intangible Assets are met. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Amortization methods and useful lives Following the revaluation of the intangible assets, the Group amortises intangible assets with a limited useful life, using the straight‑line method over the following periods: • Backlog • Product Trademarks • Product Technology • Process Knowhow • Customer Relationships • Software 4 years 15 years 10 years 15 years 20 years 10 years m. Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw‑down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non‑cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance cost. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. n. Borrowing costs General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 15 o. Financial instruments All outstanding derivative financial instruments are recognised in the balance sheet at fair value. The impact on earnings from recognising the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair value of the exposures they are hedging. Changes in the fair values of instruments designated to reduce or eliminate adverse fluctuations in the fair values of recognised assets and liabilities are reported currently in earnings along with changes in the fair values of the hedged items. Changes in the effective portions of the fair values of instruments used to reduce or eliminate adverse fluctuations in cash flows of anticipated or forecasted transactions are reported in equity as a component of accumulated other comprehensive income. Amounts in accumulated other comprehensive income are reclassified to earnings when the related hedged items impact earnings or the anticipated transactions are no longer probable. Changes in the fair values of derivative instruments that are not designated as hedges or do not qualify for hedge accounting treatment are reported currently in earnings. Amounts reported in earnings are classified consistent with the item being hedged. The effectiveness of derivative instruments in reducing risks associated with the hedged exposures is assessed at inception and on an ongoing basis. Time value, a component of an instruments fair value, is excluded in assessing effectiveness for fair value hedges, except hedges of firm commitments, and included for cash flow hedges. Hedge accounting is discontinued prospectively when (i) the instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the instrument expires, is sold, terminated or exercised, or (iii) designating the instrument as a hedge is no longer appropriate. The company formally documents all relationships between its hedging instruments in hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the Consolidated Statements of Cash Flows consistent with the items being hedged. p. Property, plant and equipment Owned assets Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, except for land which is shown at cost less impairment. Spare parts are capitalised on first instance upon machine purchase, subsequent items are included as consumables within inventory and expensed when utilized. Subsequent costs The Group recognizes in the carrying amount of an item of property, plant and equipment, the cost of replacing the component of such an item when that cost is incurred, if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. When a component is replaced, the old component is derecognized in the period. All other costs are recognized in the consolidated income statement as an expense as incurred. When a major overhaul is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria above are met. Depreciation Depreciation is charged to the consolidated income statement on a straight‑line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows: • Land improvements • Buildings • Machinery & equipment 25 years 25‑40 years 3‑18 years

Eviosys 2023 Annual report 16 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information q. Leased assets The Group assesses whether a contract is, or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all the economic benefits of an identified asset for a period of time in exchange for consideration. A right of use asset and corresponding lease liability are recognised at commencement of the lease. The lease liability is measured at the present value of the lease payments, discounted at the rate implicit in the lease, or if that cannot be readily determined, at the lessee’s incremental borrowing rate specific to the term, country, currency and start date of the lease. Lease payments include: fixed payments; variable lease payments dependent on an index or rate, initially measured using the index or rate at commencement; the exercise price under a purchase option if the Group is reasonably certain to exercise; penalties for early termination if the lease term reflects the Group exercising a break option; and payments in an optional renewal period if the Group is reasonably certain to exercise an extension option or not exercise a break option. The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured, with a corresponding adjustment to the right of use asset, when there is a change in future lease payments resulting from a rent review, change in an index or rate such as inflation, or change in the Group’s assessment of whether it is reasonably certain to exercise a purchase, extension or break option. The right of use asset is initially measured at cost, comprising: the initial lease liability; any lease payments already made less any lease incentives received; initial direct costs; and any dilapidation or restoration costs. The right of use asset is subsequently depreciated on a straight‑line basis over the shorter of the lease term or the useful life of the underlying asset. The right of use asset is tested for impairment if there are any indicators of impairment. Leases of low values assets and short‑term leases of 12 months or less are expensed to the income statement, as are variable payments dependent on performance or usage, "out of contract" payments and non‑lease service components of certain asset classes. r. Inventories Inventories are measured at the lower of cost and net realizable value at the balance sheet date with cost principally determined under the first‑in, first‑out (FIFO) method. The cost of inventories comprises all costs incurred in bringing inventories to their present location and condition, including indirect production costs. Administrative overheads that do not contribute to bringing inventories to their present location and condition, selling costs, and abnormal amounts of wasted materials are not included in the cost of inventories. The standard cost method is used. The standard cost of an item of inventory at year‑end is adjusted to actual cost. The allocation of fixed production overheads to the production cost of inventories is based on the normal capacity of the production facilities. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale (e.g. sales commissions). The Group books a write‑down when the net realizable value at the balance sheet date is lower than the cost. s. Employee benefits Defined benefit plans Post‑employment defined benefit plans take the form of benefits to be paid to employees on or after retirement. These plans are predominantly unfunded. The Group’s obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, which is then discounted. The obligations arising from these defined benefit plans are based on the defined benefit amount that an employee will receive when retiring, depending generally on one or more factors such as age, years of service and salary. The costs related to these plans are assessed per retirement plan using the projected unit credit method according to the requirements of IAS 19. This method considers that each service period gives rise to an additional benefit entitlement unit. According to this method, the plans’ cost is recognized as an expense in the consolidated statement of income so as to spread this cost throughout the employee’s career, and is based on the recommendations of actuaries who carry out complete assessments on these retirement plans each year. The amounts recognized in the consolidated statement of income include the current service cost, the past service costs, impacts of any plan curtailment or settlement and net interest on the defined benefit liability.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 17 t. Provisions In the ordinary course of business, the Group may be involved in several administrative, judicial and arbitration proceedings. A provision is recognized only when: • The Group has a present obligation to transfer economic benefits as a result of past events • it is probable (more likely than not) that such a transfer will be required to settle the obligation; and • a reliable estimate of the amount of the obligation can be made. u. Revenue The majority of the Company’s revenues are derived from multi‑year requirement contracts with leading manufacturers and marketers of packaged consumer products for can sets, comprising a can and an end. As requirement contracts do not typically include fixed volumes, customers often purchase products pursuant to purchase orders or other communications of a short‑term nature. The can and the end are considered separate performance obligations because they are distinct and separately identifiable. The company manufactures certain products that have no alternative use to the Company once they are printed or manufactured to customer specifications. If the company has enforceable right to payment for customer products at all times in the manufacturing process, revenue is recognized over time. The cost‑to‑cost input method is used as the products involve an intermediary step that results in customized work in progress inventory. For products that follow a “point in time model”, revenue is generally recognized when the control of the goods transfer (i.e. title and risk of loss transfer). Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Stand‑alone selling prices for each performance obligation are generally stated in the contract. When the company offers variable consideration in the form of volume rebates to customers, it estimates the most likely amount of revenue to which it is expected to be entitled and includes the estimate in the transaction price, limited to the amount which is probable will not result in reversal of cumulative revenue recognized when the variable consideration is resolved. When the Company offers customers options to purchase additional product at discounted prices, judgement is required to determine if the discounted prices represent material rights. If so, the transaction price allocated to the discount is based on its relative standalone price and is recognised upon purchase of the additional product. Customer payment terms are typically less than one year and as such the company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price. Taxes collected from customers and remitted to governmental authorities are excluded from net sales. Shipping and handling fees from product sales are reported as cost of product sold and are accrued when the company recognises revenue overtime before the shipping and handling activities occur. Costs to obtain a contract are generally immaterial but the company has elected the practical expedient to expense these costs as incurred if the duration of the contract is one year or less. Unbilled receivables are recorded for revenue recognised overtime when the company has determined that control has passed to the customer but the customer has not yet been invoiced because the company does not have the present right to payment. The company generally has a present right to payment when title of product transfers. Unbilled receivables are included in receivables in the consolidated balance sheet with a corresponding decrease to inventory. v. Finance income and finance costs Finance costs comprise interest expense on borrowings and financial leases, bank commissions and loss on derivatives. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method. Foreign currency gains or losses are reported on a net basis as either finance income or finance costs.

Eviosys 2023 Annual report 18 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Note 3 Segment information The CEO has been identified as the Chief Operating Decision Maker (CODM) and examines the Group's performance at the consolidated level. The key measure used by the CEO to assess performance is Adjusted EBITDA, a Non‑GAAP measure, generally defined by the company as income from operations adjusted to exclude interest, tax, depreciation, amortisation, asset impairment and disposal, asset sales, restructuring, net monetary losses on hyperinflation, management fees and other non‑recurring transactions. in Millions of Eur Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Income/(Loss) of the period attributable to Titan Holdings I B.V. 35 156 Tax expense 33 14 Interest 159 93 Depreciation & amortisation 151 182 EBITDA 378 445 Restructuring/Asset Impairments & Disposals 11 19 IAS 29 Net Monetary Loss 8 7 KPS Management Fees 4 4 Other 5 4 Adjusted EBITDA 406 479 Note 4 Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects. On April 6, 2021 Titan Holdings I B.V. have issued the authorized capital amounts to USD 100, divided into 10,000 shares with par value USD 0.01. The issued share capital has been translated to EUR. in Eur Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Issued share capital 91 94 Closing balance 91 94

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 19 Note 5 Revenue & other non-current assets by geographic area The Group derives revenue from the transfer of goods over time and at a point in time. The non-current assets and the revenue by geographic area are presented as follows: Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 in Millions of Eur Net sales by customer country: Other non current assets (PPE and ROU) Net sales by customer country: Other non current assets (PPE and ROU) France 369 148 397 151 Spain 307 192 331 114 Italy 298 111 338 194 United Kingdom 267 117 305 111 Germany 169 44 193 42 Other 998 241 1,111 243 Net sales 2 408 853 2 675 855 No other countries have revenue, PPE or ROU assets in excess of the countries listed above. No customer represents more than 10% of the revenue. Revenue for the twelve months ended December 31, 2023 is made up of €1,449m non‑printed products recognised at a point in time and €959m printed products recognised over time (€1,559m and €1,116m respectively in 2022). As at December 31, 2023 contract receivables are €43.3m (2022 was €45.4m). There are no material contract liabilities. Note 6 Selling, general and administration expenses in Millions of Eur Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Personnel costs 66 68 Professional fees 11 11 Depreciation and ROU asset amortization 3 3 KPS management fees 4 4 Other SG&A 28 21 Total SG&A 112 107

Eviosys 2023 Annual report 20 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Note 7 Other income/expenses in Millions of Eur Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Aerosols restructuring 2 14 Closures Germany restructuring 3 3 Russian restructuring and impairment - 2 Other restructuring 6 2 Other 3 1 Total other (income)/expenses 14 22 Note 8 Finance expense in Millions of Eur Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Interest expense on debt 125 72 Interest expense on factoring and securitization 28 15 Amortization of debt issue cost 7 5 Interest expense on leases 1 1 Pension and related non services costs/income 2 1 Finance expense 163 94 Interest Income (2) - Interest Income (2) - Net finance expense 161 94 Interest expense mainly comprises the interest due on the Term loan and Senior bonds. Note 9 Cash, cash equivalent and restricted cash in Millions of Eur December 31, 2023 December 31, 2022 Cash 342 257 Restricted cash - 6 Cash, cash equivalents and restricted cash 342 263 Restricted cash in 2022 primarily represent amounts required to be segregated by certain of the Company’s receivables securitization agreements. In 2023, the securitisation deposit (€3.75m) was released and replaced with a letter of credit.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 21 Note 10 Financial assets in Millions of Eur December 31, 2023 December 31, 2022 Restricted Cash – current - 2 Fair value of derivative assets 2 6 Rounding - (1) Total current financial assets 2 7 Fair value of derivative assets 14 24 Restricted Cash – non‑current - 4 Total non‑current financial assets 14 28 Total Financial assets 16 35 Note 11 Hyperinflation The Eviosys subsidiary in Turkey, Eviosys Packaging Türkiye Sanayi Ve Ticaret Limited Sirketi, has Turkish lira as its functional currency. The consumer price index of the Turkish Statistical Institute (TURKSTAT) was 1,859.49 at December 31, 2023 and 1,128.45 at December 31, 2022. The calculated net monetary loss in 2023 is €8m and is recognised in the Statement of Profit or Loss. Note 12 Trade Receivables 12.1 Classification as trade receivables Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due for settlement between 30 and 90 days (depending on local practice) and are therefore all classified as current. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. The allowance for credit losses is €10m following the write‑off of €8m of fully provisioned aged balances during the third quarter. The carrying amounts of trade receivables are considered to be the same as their fair values due to their short‑term nature. Details about the Group’s payment policies and the calculation of the loss allowance are provided in note 23. 12.2 Transferred receivables with recourse The carrying amount of the trade receivables includes €17m (€11m in 2022) of receivables which are subject to a factoring arrangement with recourse. Under this arrangement, Eviosys has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, Eviosys has retained late payment and credit risk. The Group therefore continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under the factoring agreement is presented within short‑term debt (€17m in 2023, €11m in 2022). The Group considers that the held to collect business model remains appropriate for these receivables and hence continues measuring them at amortised cost. 12.3 Transferred receivables without recourse The company also uses receivables securitization and factoring facilities in the normal course of business as part of managing its cash flows. The company primarily accounts for transfers under these facilities as sales because it has met the criteria for the risk of the receivables to be considered transferred. The company’s continuing involvement in the transfers is limited to servicing the receivables. The company receives adequate compensation for servicing the receivables and no asset or liability is recorded. As at December 31, 2023 the company derecognised receivables of €136m securitised and €317m factored related to the facilities. Year to date December 31, 2023 the company recorded expenses related to the facilities of €28m as interest expense. (As at December 31, 2022 the company derecognised receivables of €148m securitised and €345m factored related to the facilities. Year to date December 31, 2022 the company recorded expenses related to the facilities of €15m as interest expense.)

Eviosys 2023 Annual report 22 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Note 13 Borrowings The Company’s outstanding net borrowings is as follows: in Millions of Eur December 31, 2023 December 31, 2022 Other short term debt 17 11 Debt issuance costs (short term portion) (7) (5) Short term debt 10 5 Current lease liabilities 10 8 Short term position 20 13 Bond 375 375 Term loan 1,575 1,175 Debt issuance costs (long term portion) (35) (30) Long term debt 1,915 1,520 Non‑current lease liabilities 18 19 Long term position 1,933 1,593 Cash & cash equivalents (342) (257) Restricted cash - (6) Total cash, cash equivalent & restricted cash (342) (263) Net borrowings position 1,611 1,290 The net borrowings position is reconciled to the cash flow as follows: in Millions of Eur December 31, 2022 Cash Payments Additional borrowings Non‑cash December 31, 2023 Cash and cash equivalents (257) (85) - - - (342) Restricted cash (6) 6 - - - (0) Other short term debt 11 - - 6 - 17 Bond & Term loan 1,550 - - 400 - 1,950 Lease liability 27 - (11) - 12 28 Debt issuance cost * (35) - (14) - 7 (42) Net borrowings position 1,290 (79) (25) 406 19 1,611 * Classified as operating cash flow in the Consolidated Financial Statement of Cash Flows Borrowings are further analysed as follows: in Millions of Eur Currency Maximum amount drawable (m€) Final maturity date Facility type Amount drawn Undrawn amount/ liquidity Term loan - facility B EUR 1,175 08/2028 Term Loan 1,155 - Term loan - facility B2 EUR 400 08/2028 Term Loan 389 - Senior notes EUR 375 07/2029 Bonds 364 - Revolving Credit Facility Other short‑term debt EUR 275 02/2028 Revolving - 17 275 Total borrowings/undrawn facilities 2,225 1,925 275

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 23 13.1 Long term borrowings The fair value of the Group’s borrowings excluding lease obligations at December 31, 2023 is estimated, based on level 1 quoted market prices, at €1,902m. in Millions of Eur December 31, 2023 December 31, 2022 At amortised cost At fair value At amortised cost At fair value Term loan – facility B 1,155 1,160 1,170 1,101 Term loan – facility B2 389 402 - - Senior notes 364 323 373 300 Other short term debt 17 17 11 11 Total borrowings 1,925 1,902 1,554 1,412 13.1.1 Term Loan and Revolving Credit Facility On August 31, 2021, Kouti B.V. incurred €1,175m of senior secured term loans to finance, in part, the acquisition of the Tinplate business pursuant to a Senior Facilities Agreement, dated as of July 15, 2021 (the “Senior Facilities Agreement”), by and among Titan Holdings II B.V., Kouti B.V., the lenders and other parties from time to time party thereto, Barclays Bank PLC, as agent, and Deutsche Bank AG, London Branch, as security agent. Under the Senior Facilities Agreement, Kouti B.V. and certain subsidiaries may also borrow senior secured revolving loans up to €275m from time to time. The facilities have the following key terms: • A Term Loan (Facility B Commitments) of €1,175m with a maturity date of August 31, 2028. This tranche incurs interest at the applicable 1, 2, 3 or 6 months EURIBOR rate plus a margin that is subject to a leverage‑based grid and a sustainability‑based ratchet (commencing with delivery of the Company’s non‑financial annual report due within 120 days after the end of each fiscal year). Consolidated Senior Secured Debt Ratio Facility B Margin (p.a.) Greater than 3.80:1 3.75% Equal to or less than 3.8:1 but greater than 3.30:1 3.50% Equal to or less than 3.30:1 3.25% Sustainability‑Base Grid Facility B Margin (p.a.) Compliance with sustainability KPIs 0.075% Rate Discount Non‑Complaince with Sustainability KPIs 0.075% Rate Premium Kouti B.V. entered into interest rate swap contracts on March 17, 2022 to fix the EURIBOR component of the interest rate of €450m of the Term Loan at 0.7655% until February 28, 2025. • On March 7, 2023 an additional Facility B tranche of €400m with a maturity date of August 31, 2028, was established under the existing Senior Facilities Agreement (Facility B2). Each of Kouti B.V., Eviosys Packaging France S.A.S, Eviosys Embalajes España, S.A.U. and Eviosys Packaging UK Limited became the borrowers of Facility B2. This tranche incurs interest at the applicable 1, 2, 3 or 6 months EURIBOR rate plus a margin that is subject to a leverage‑based grid and a sustainability‑based ratchet (in each case commencing after two full fiscal quarters after the closing date of Facility B2). Consolidated Senior Secured Debt Ratio Facility B2 Margin (p.a.) Greater than 2.20:1 4.75% Equal to or less than 2.20:1 but greater than 1.70:1 4.50% Equal to or less than 1.70:1 4.25% Sustainability‑Based Grid Facility B2 Margin (p.a.) Compliance with sustainability KPIs 0.075% Rate Discount Non‑Compliance with Sustainability KPIs 0.075% Rate Premium

Eviosys 2023 Annual report 24 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Kouti B.V. entered into interest rate swap contracts on March 9, 2023 to fix the EURIBOR component of the interest rate of €300m of the Term Loan B2 at 3.6076% until February 28, 2026. • A Revolving Credit Facility of €275m with a maturity date of February 29, 2028. When drawn, this Revolving Credit Facility incurs interest at the applicable 1, 2, 3 or 6 months EURIBOR rates plus a margin that is subject to a leverage‑based grid. Revolving Facility Margin Consolidated Senior Secured Debt Ratio (p.a.) Greater than 3.80:1 3.75% Equal to or less than 3.8:1 but greater than 3.30:1 3.50% Equal to or less than 3.30:1 but greater than 2.80:1 3.25% Equal to or less than 2.8:1 but greater than 2.30:1 3.00% Equal to or less than 2.3:1 2.75% This Revolving Credit Facility was not drawn as of December 31, 2023. The amount available for direct drawing under the Revolving Credit Facility as of the end of such period was €266m as €9m is blocked as guarantee to an overdraft facility that reduces the revolving commitment on a euro‑for‑euro basis. The commitment fee applied to the available amount of the Revolving Credit Facility is 30% of the applicable margin. 13.1.2 Senior Notes On July 15, 2021, Titan Holdings II B.V issued €375m of 5.125% Senior Notes due in July 2029. The Notes have been offered in connection with the acquisition of, directly or indirectly, the Tinplate business. 13.1.3 Short‑term loans Short‑term loans relate to receivables factored with recourse. Refer to note 12. 13.1.4 Debt Issuance Costs Incremental debt issuance costs amounting to €13.9m related to the new Term Loan B were recorded giving a total of €56m, of which €14m has already been amortized, leaving €42m recorded against debt. 13.2 Covenants Eviosys has complied with the financial covenants of its borrowing facilities during the 2022 and 2023 reporting periods. The Senior Facilities Agreement contains a springing financial covenant for the benefit of the revolving lenders that, if tested, requires the Group to maintain a minimum consolidated senior secured debt ratio of 8.10x. The financial covenant is tested, if required, on the last day of every financial quarter in which the “Test Condition” is satisfied (commencing on the last day of the third full fiscal quarter to have elapsed after the acquisition closing date). The Test Condition is satisfied if the Revolving Credit Facility usage exceeds 40% of the revolving commitment (excluding letters of credit and ancillary facilities issued thereunder). The test condition was not satisfied at the end of the quarter and therefore the financial covenant was not required to be tested. Note 14 Trade payables in Millions of Eur December 31, 2023 December 31, 2022 Trade payables excluding supplier financing 475 615 Payables under supplier financing arrangements 24 22 Trade payables 499 637 Trade payables are unsecured and are usually payable within 30 to 90 days of recognition depending on local practice. The carrying amounts of trade and other payables are considered to be the same as their fair values due to their short‑term nature The Group has agreed to support strategic tinplate suppliers with their cash flows by entering into supplier financing arrangements. Under the arrangement, a bank acquires the rights to selected trade receivables from the supplier. Following this acquisition, the Group will no longer be able to make earlier direct payments to the supplier and will not be able to offset any of the acquired payables against credit notes received from the supplier. However, the Group has determined that the terms of the trade payable are otherwise substantially unchanged and that it is therefore appropriate to continue presenting the relevant amounts within trade and other payables in the balance sheet.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 25 Note 15 Derivative and other financial instruments 15.1 Fair value measurements Under IFRS, a framework exists for measuring fair value providing a three‑tier hierarchy of pricing inputs used to report assets and liabilities that are adjusted to fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset and liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company utilises market data or assumptions that market participants would use in pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities measured at fair value and their placement within the fair value hierarchy. The Company applies a market approach to value its commodity price hedge contracts. Prices from observable markets are used to develop the fair value of these financial instruments and they are reported under Level 2. The Company uses an income approach to value its foreign exchange forward contracts. These contracts are valued using a discounted cash flow model that calculates the present value of future cash flows under the terms of the contracts using market information as of the reporting date, such as foreign exchange spot and forward rates, and are reported under Level 2 of the fair value hierarchy. Fair value disclosures for financial assets and liabilities that were accounted for at fair value on a recurring basis are provided later in this note. In addition, see note 13 for fair value disclosures related to debt. 15.2 Derivative Financial Instruments In the normal course of business, the Company is subject to risk from adverse fluctuations in currency exchange rates, interest rates and commodity prices. The Company manages these risks through a program that includes the use of derivative financial instruments, primarily forwards. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of non‑performance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes. The Company’s objective in managing exposure to market risk is to limit the impact on earnings and cash flow. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales agreements that permit the pass‑through of commodity price and foreign exchange rate risk to customers. For derivative financial instruments accounted for in hedging relationships, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the manner in which effectiveness will be assessed. The Company formally assesses, both at inception and at least quarterly thereafter, whether the hedging relationships are effective in offsetting changes in fair value or cash flows of the related underlying exposures. When a hedge no longer qualifies for hedge accounting, the change in fair value from the date of the last effectiveness test is recognized in earnings. Any gain or loss which has accumulated in other comprehensive income at the date of the last effectiveness test is reclassified into earnings at the same time as the underlying exposure. 15.3 Cash Flow Hedges The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash flow hedges are recorded in accumulated other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statement of Profit or Loss upon release from accumulated other comprehensive income is the same as that of the underlying exposure. Foreign exchange and commodity contracts outstanding at December 31, 2023 mature between one and thirteen months. The interest rate swap contracts outstanding at December 31, 2023 mature in either February 2025 or 2026.

Eviosys 2023 Annual report 26 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information When the Company discontinues hedge accounting because it is no longer probable that an anticipated transaction will occur in the originally specified period, changes to fair value accumulated in other comprehensive income are recognized immediately in earnings. The Company uses commodity forwards to hedge anticipated purchases of various commodities, including aluminium, iron ore and coking coal. The Company also designates certain foreign exchange contracts as cash flow hedges of anticipated foreign currency denominated sales or purchases. The Company manages these risks at the operating unit level. Often, foreign currency risk is hedged together with the related commodity price risk. The Company uses Interest Rate Swaps (“IRS”) to fix the floating interest rate on its long term debt. The Company manages these risks at the Group Treasury level. The IRS are aligned with the maturities of the long term debt and hedged through financial institutions. Currently, a portion of the long term debt is hedged through IRS in order to provide the Company the targeted level of fixed debt. The following tables set forth financial information about the impact on Accumulated Other Comprehensive Income (“AOCI”) and earnings from changes in fair value related to derivative instruments designated as cash flow hedges. in Millions of Eur Amount of gain/(loss) recognized in AOCI Derivatives designated as cash flow hedges December 31, 2023 December 31, 2022 Foreign exchange (1) 3 Commodities 1 3 Interest rate swap (15) 24 Total (15) 30 No significant amounts were reclassified to the income statement during the year ended December 31, 2023 in connection with anticipated transactions that were no longer considered probable. 15.4 Fair Value Hedges and Contracts Not Designated as Hedges The Company designates certain derivative financial instruments as fair value hedges of recognized foreign‑denominated assets and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative financial instruments, excluding time value, are offset by changes in fair value of the related hedged items. 15.5 Fair Values of Derivative Financial Instruments The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis. in Millions of Eur Assets Liabilities Derivatives designated as hedging instruments Foreign exchange current contracts cash flow 5 (2) Commodities current contracts cash flow 1 (2) Interest rate swap 24 - December 31, 2022 30 (4) Foreign exchange current contracts cash flow 2 (2) Commodities current contracts cash flow - - Interest rate swap 14 (6) December 31, 2023 16 (8)

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 27 Note 16 PPE in Millions of Eur December 31, 2023 December 31, 2022 Gross amount Accumulated Depreciation Net book value Gross amount Accumulated Depreciation Net book value Land & Land Improvements 151 - 151 151 - 151 Buildings 323 (44) 279 318 (25) 293 Machinery & Equipment 468 (189) 279 437 (132) 305 Other Depreciable Assets 21 (9) 12 21 (7) 14 Capital Projects in Progress 105 - 105 65 - 65 Total 1,068 (242) 826 992 (164) 828 Land & Land Machinery & Other Depreciable Capital Projects in Millions of Eur Improvements Buildings Equipment Assets in Progress Total Net book value at December 31, 2021 150 304 367 22 40 883 Additions - 5 41 2 31 79 Disposals - - (1) - (5) (6) Depreciation - (19) (96) (4) - (119) Reclassification & other (1) 3 7 (3) (6) (1) - Foreign exchange (2) (4) (3) - - (9) Net book value at December 31, 2022 151 293 305 14 65 828 Additions - 5 32 2 45 84 Disposals (2) (3) (1) - - (5) Depreciation - (19) (64) (4) - (87) Reclassification & other (1) 1 2 6 - (5) 3 Foreign exchange 1 1 1 - 0 3 Net book value at December 31, 2023 151 279 279 12 105 826 (1) ”other” is mainly hyperinflation impact Depreciation expense of €85.6m has been charged in cost of products sold and €1.7m in sales, general and administration expenses. (2022: €117.5m has been charged in cost of products sold and €1.9m in sales, general and administration expenses.) Management have performed a review of possible impairment triggers in 2023 and have concluded that there are none.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 28 Note 17 Leases This note provides information for leases where the Group is the lessee. in Millions of Eur December 31,2023 December 31,2022 ROU asset (net) at opening 27 31 Additions 13 13 Disposals (2) (7) Depreciation (11) (10) ROU asset (net) at closing 27 27 The types of leased assets are set out below. In Millions of Eur December 31, 2023 December 31, 2022 Buildings 8 9 Warehouse 7 7 Vehicles 2 2 Forklift trucks 8 8 IT equipment 1 - Other productive equipment 1 1 ROU asset (net) 27 27 Depreciation charge of ROU Assets Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Buildings (2) (2) Warehouse (3) (2) Vehicles (1) (1) Forklift trucks (4) (4) Other productive equipment (1) - Total Depreciation (11) (9) Financial cost (1) (1) The variation of the lease liability: In Millions of eur December 31, 2023 December 31, 2022 Lease liability at opening 27 31 Additions 13 12 Early exits (2) (7) Payments (11) (9) Interest 1 1 Rounding - (1) Lease liability at closing 28 27

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 29 The total future payments of the lease liability can be analysed as follows: Less than Between 1 Between 2 Between 3 Between 4 More than in Millions of Eur 1 year and 2 years and 3 years and 4 years and 5 years 5 years Total Future cash flows 11 9 6 3 2 2 33 Contracts may contain both lease and non‑lease components. The Group allocates the consideration in the contract to the lease and non‑lease components based on their relative stand‑alone prices. The company has elected not to separate lease and non‑lease components for forklift trucks and vehicles and instead accounts for these as a single lease component. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. Right‑of‑use assets are depreciated over the lease term on a straight‑line basis. The remaining lease expenses not accounted for under IFRS 16 due to their short term nature are: €1m in 2023 and €2m in 2022. Note 18 Intangible assets in Millions of Eur December 31, 2023 December 31, 2022 Gross amount Accumulated depreciation Net book value Gross amount Accumulated depreciation Net book value Goodwill 826 - 826 826 - 826 Product trademarks 5 (1) 4 5 (1) 4 Product technology 2 - 2 2 - 2 Process know‑how 36 (5) 31 36 (3) 33 Backlog 94 (56) 38 94 (32) 62 Customer relationships 522 (61) 461 522 (35) 487 Software licences 2 - 2 2 - 2 Rounding 1 1 Total 1,487 (123) 1,364 1,487 (70) 1,417 in Millions of Eur Product trademarks Product technology Process know‑how Backlog Customer relationships Software licences Goodwill Total Net book value at December 31, 2021 5 2 35 86 513 2 826 1,469 Amortization (1) - (2) (24) (26) - (53) Rounding 1 - - - - - 1 Net book value at December 31, 2022 5 2 33 62 487 2 826 1,417 Amortization (1) - (2) (24) (26) (53) Net book value at December 31, 2023 4 2 31 38 461 2 826 1,364 The remaining period to amortize: Product trademarks (13 years), Product technology (8 years), Process know‑how (13 years), Backlog (2 years), Customer relationships (18 years).

Eviosys 2023 Annual report 30 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Intangible assets have been recognised for the product trademarks Orbit®, Peelfit™, Easylift™ and ECOPEEL™ which have a meaningful trademark and associated revenue stream. The fair value of the product technology and product know‑how are based on the technology of the product trademarks associated with the processes which have established the company as a market leader. The value assigned to backlog and customer relationships represents the long‑term relationships the company maintains with its customers. Eviosys performs an impairment test of goodwill annually in the fourth quarter of the year following approval by the board of the annual operating plan, or when facts and circumstances indicate goodwill may be impaired. The quantitative impairment test involves a number of assumptions and judgments, including the calculation of fair value for the Company. The Company determines the estimated fair value based upon the higher of the estimated fair values calculated using both market and income approaches. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Under the market approach, the Company obtains available information regarding multiples used in recent transactions, if any, involving transfers of controlling interests in the consumer and industrial packaging industries. The Company also reviews level 2 publicly available trading multiples based on the enterprise value and revenue of companies in the consumer and industrial packaging industries whose shares are publicly traded. The appropriate multiple is applied to the financial results of the company to obtain an estimated fair value. Under the income approach, level 3 information is used to calculate the fair value as the sum of the projected discounted cash flows of the company over the next five years and the terminal value at the end of those five years. The projected cash flows generally include 2% growth rate, unless there has recently been a material change in the business or a material change is forecasted. The discount rate applied is based on the weighted‑average cost of capital of 9.7% determined by the Capital Asset Pricing Model with regard to the risk associated with the cash flows under consideration. No reasonable change in the assumptions used could have led to a potential impairment charge. A change from a 2% growth rate assumption to a 1% growth rate assumption would decrease the difference between the valuation and the carrying value by 31.8%. An increase by 0.5 percentage points change in the discount rate assumption (from 9.7% to 10.2%) would decrease the difference between the valuation and the carrying value by 16.2% from an initial 68%. The Company completed its annual review for 2023 and determined that no adjustments to the carrying value of goodwill were necessary. Note 19 Tax 19.1 Current and Deferred Tax Expense in Millions of Eur Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Current tax on profits for the year (50) (75) Increase/(decrease) in deferred tax assets (Increase)/decrease in deferred tax liabilities (5) 22 33 28 Total deferred tax (expense)/benefit 17 61 Income tax (expense)/benefit (33) (14) 19.2 Reconciliation of the effective tax rate in Millions of Eur Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Profit/(loss) before income tax 68 175 Tax rate in the country of incorporation 26% 26% Theoretical income tax expense (18) (46) Tax at local country rates 2 10 Unrecognized tax losses (26) (13) Other, net 9 35 Income tax (expense)/benefit (33) (14)

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 31 The “Other, net” balance in 2022 mainly relates to a tax‑deductible step‑up of the intellectual property in Switzerland. UK and Morocco have changed the local tax rates in 2023. The amount is not significant. 19.3 Deferred tax assets Tax losses & Employee Doubtful Inventory IFRS 16 – The 2022 increase in deferred tax assets shown in “Other” mainly relates to a tax‑deductible step‑up of the intellectual property in Switzerland. 19.4 Deferred tax liabilities Property, plant Intangible IFRS 16 – in Millions of Eur and equipment assets Leasing Other Total December 31, 2021 122 157 6 (10) 275 Profit and loss (12) (14) - (2) (28) Other comprehensive income - - - - Set‑off of deferred tax liabilities pursuant to set‑off provisions - - (2) (2) December 31, 2022 110 143 6 (14) 245 Profit and loss (14) (13) - 5 (22) Reclassifications and other - - (5) (5) Set‑off of deferred tax liabilities pursuant to set‑off provisions (4) (4) December 31, 2023 96 130 6 (18) 214 19.5 Unrecognized temporary differences An assessable temporary difference exists on undistributed earnings, but no deferred tax liability has been recognised as Eviosys is able to control the timing of distributions from its subsidiaries and is not expecting to distribute these profits in the foreseeable future. Deferred tax assets have not been recognized for tax losses (mainly in the Netherlands for €26m). in Millions of Eur Credits, Net benefits receivables valuation Leasing Other Total December 31, 2021 3 6 3 1 6 (15) 4 Profit and Loss (1) 5 (3) 1 - 31 33 Other Comprehensive Income - (5) - - - (1) (6) Set‑off of deferred tax liabilities pursuant to set‑off provisions - - - - - (2) (2) December 31, 2022 2 6 - 2 6 13 29 Profit and Loss 0 1 0 (0) (0) (6) (5) Other Comprehensive Income (0) (0) Set‑off of deferred tax liabilities pursuant to set‑off provisions (4) (4) Rounding 1 1 December 31, 2023 2 7 0 2 6 4 21

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 32 Note 20 Inventories in Millions of Eur December 31, 2023 December 31, 2022 Raw materials 143 193 Work in progress 81 102 Finished goods/goods for resale 145 172 Non‑productive inventory 103 98 Inventory gross 472 565 Inventory adjustments & reserves (6) (4) Inventory 466 561 The inventory adjustments and reserves relate to slow moving and obsolete inventory reserves. Non-productive inventory is mainly comprised of packaging and spare parts. Note 21 Employee benefit obligations in Millions of Eur December 31, 2023 December 31, 2022 Defined benefit plan assets (2) (1) Defined benefit plan liabilities 52 48 Long service award and other 9 9 Total 59 56 21.1 Defined benefit pension plans The defined benefit plans are primarily unfunded book reserve plans with direct benefit payments to plan participants when they are due. In countries with funding requirements, Eviosys contributes an amount based on local requirements which can be comprised of service costs, administrative expenses, as well as payments towards any existing deficits. Eviosys operates various defined benefit plans in Germany including benefits that provide life annuity payments based on pensionable earnings or a fixed amount per year of service upon retirement age. The defined benefit plans are primarily unfunded book reserve plans, while some plans are partially funded. In France, a lump sum is payable to employees upon retirement based on monthly pay at retirement according to legal requirements and collective agreement. A closed group of retirees receives an annuity benefit from the company. The impact of the French pension reform in 2023 was a €0.5m income. In Italy, the Trattamento di Fine Rapporto (TFR) relates to benefits accumulated prior to 2007 that are revalued each year based on the cost‑of‑living index in Italy and paid to eligible employees upon termination.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 33 The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the period are as follows: France Germany Other in Millions of Eur combined combined Italy TFR combined Total December 31, 2021 (19) (32) (9) (8) (68) Amounts recognised in profit and loss Service cost (1) - - (1) (2) Net interest on the net defined benefit liability (asset) - - - - - Total expense recognised in profit and loss during the period (1) - - (1) (2) Amounts recognised in OCI DBO (gains) losses due to changes in financial assumptions 5 9 1 6 21 DBO experience (gains) losses arising during the period 1 (1) - - - Return on plan assets excluding amounts included in interest income - - - (1) (1) Total remeasurements recognised in OCI during the period 6 8 1 5 20 Direct company benefit payments made in the period 1 1 1 - 3 Exchange rate gain (loss) - - - - - December 31, 2022 (13) (23) (7) (4) (47) Amounts recognised in profit and loss Service cost - - - (1) (1) Net interest on the net defined benefit liability (asset) (1) (1) - - (2) Total expense recognised in profit and loss during the period (1) (1) - (1) (3) Amounts recognised in OCI DBO (gains) losses due to changes in financial assumptions (1) - - (2) (3) DBO experience (gains) losses arising during the period - - - - - Return on plan assets excluding amounts included in interest income - - - - - Total remeasurements recognised in OCI during the period (1) - - (2) (3) Direct company benefit payments made in the period - 1 1 - 2 Employer contributions made in the period - - - 1 1 Exchange rate gain (loss) - - - - - December 31, 2023 (15) (23) (6) (6) (50)

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 34 The net liability disclosed above relates to funded and unfunded plans as follows: in Millions of Eur December 31, 2023 December 31, 2022 Reconciliation of funded status to balance sheet Fair value of plan assets 19 18 Present value of funded defined benefit obligation (20) (18) Funded status (1) - Present value of unfunded defined benefit obligation (49) (47) Asset (liability) recognized on the balance sheet (50) (47) The Group has no legal obligation to settle any deficit in the funded plans with an immediate contribution or additional one‑off contributions. The amounts recognised in the defined benefit obligation over the period were as follows: in Millions of Eur December 31, 2023 December 31, 2022 Defined benefit obligation at the beginning of the period 65 87 Current service cost 1 2 Interest cost on DBO 3 - DBO (gains) losses due to changes in financial assumptions 3 (21) Actual plan participants' contributions 1 1 Actual net benefits paid from plan assets and directly by employer (5) (5) Exchange rate gain (loss) 1 1 Defined benefit obligation at the end of the period 69 65 Changes in fair value of the plan assets are set out below: in Millions of Eur December 31, 2023 December 31, 2022 Fair value of the plan assets at the beginning of the period 18 19 Interest income on plan assets 1 - Return on plan assets excluding amounts included in interest income - (1) Actual employer contributions including direct benefits paid 3 3 Actual plan participants' contributions 1 1 Actual net benefits paid from plan assets and directly by employer (5) (5) Exchange rate gain (loss) 1 1 Fair value of the plan assets at the end of the period 19 18 Fair value of the plan assets split by major asset class are as follows: in Millions of Eur December 31, 2023 December 31, 2022 Equities 1 2 Government bonds 2 - Insurance contracts 15 15 Other 1 1 Total fair value of the plan assets 19 18

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 35 21.1.1 Significant estimates: actuarial assumptions and sensitivity The significant actuarial weighted assumptions (based on DBO) were as follows: France DB Germany DB Italy TFR Other December 31, 2022 Discount rate 3.80% 3.75% 3.80% 2.83% Price inflation 2.50% 2.50% 2.50% - Rate of increases in pensionable salaries 2.80% n/a n/a 2.02% Rate of increases to pension in payment n/a 2.20% n/a - France DB Germany DB Italy TFR Other December 31, 2023 Discount rate 3.30% 3.30% 3.30% 2.42% Price inflation 2.25% 2.25% 2.25% - Rate of increases in pensionable salaries 2.55% n/a n/a 2.08% Rate of increases to pension in payment n/a 2.00% n/a - The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is: • DBO decrease €4.0m (discount rate +0.50%) • DBO increase €4.5m (discount rate -0.50%) 21.1.2 Risk exposure Financial results can change depending on market conditions which lead to volatility of the net liability of the defined benefit pension plans. The liabilities are linked to yields on AA‑rated corporate bonds, salaries and life expectancies of plan members. 21.1.3 Future cash flows Over the next five years, the expected benefit payments for the defined benefit plans are €3.2m in 2024, €3.9m in 2025, €3.1m in 2026, €3.8m in 2027 and €3.8m in 2028. The average duration of the defined benefit obligations is 12.8 years. 21.2 Long service awards and Other Eviosys sponsors various other long‑term employee benefit programs that are primarily related to benefits paid to employees during their active service after they reach certain service thresholds. The Company’s net obligation in respect of other long‑term employee benefits is the amount of future benefit that employees have earned in return for their services in the current and prior periods. The main financial assumptions at the balance sheet date are discount rate of 3.20% (2022 3.69%) and rate of increases in pensionable salaries 2.33% (2022 2.60%) The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is: • DBO decrease €0.3m (discount rate +0.50%) • DBO increase €0.3m (discount rate -0.50%) Expected company payments to employees next year are €0.9m.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 36 Note 22 Provisions in Millions of Eur December 31, 2022 Allowance Releases Net interest OCI December 31, 2023 Restructuring 21 10 (21) - - 10 Total current provisions 21 10 (21) - - 10 Pensions 47 2 (4) 2 3 50 Other employee Benefits 10 1 - - - 11 Other non‑current provisions 6 1 - - - 7 Total non‑current provisions 6 1 - - - 7 Total provisions 84 14 (25) 2 3 78 Other non‑current provisions include the Asset Retirement Obligation provision that is the obligation associated with the “strip & clean” clause of building lease contracts where the Group is responsible to remove all equipment and leave the premises in good condition. The restructuring severance provision as at December 31, 2023 relates to ongoing reorganisation projects mainly in Germany. Note 23 Financial risks This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future financial performance. Risk Exposure arising from Measurement Management Market risk – foreign Future commercial transactions Cash flow forecasting Foreign currency forwards exchange Recognized financial assets and Sensitivity analysis liabilities not denominated in Euro. Commodity Changes in prices of main Management Commodity swaps risk – price risk raw materials monitoring Pass through to customer Market risk – interest rate Long‑term borrowings Sensitivity analysis Management monitors the level at variable rates of debt open to floating interest rates Credit risk Cash and cash equivalents, Aging analysis Diversification of bank trade receivables, derivative Credit ratings deposits, credit limits and financial instruments, and letters of credit contract assets Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts Availability of committed credit lines and borrowing facilities The Group’s overall treasury objectives are to ensure sufficient funds are available for the Group to carry out its strategy and to manage certain financial risks to which the Group is exposed, details of which are provided below. The Group’s risk management is predominantly controlled by a central treasury department using policies approved by the CFO in line with the Board of Directors. The treasury department identifies, evaluates and hedges financial risks in close co‑operation with the Group’s operating units. Policies include principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, and use of derivative financial instruments. The Group does not permit the use of treasury instruments for speculative purposes, under any circumstances. Treasury personnel regularly review the level of cash and debt facilities required to fund the Group’s activities, plans for repayments of debt, and identifies an appropriate amount of headroom to provide a reserve against unexpected funding requirements.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 37 Additionally, financial instruments, including derivative financial instruments, are used to hedge exposure to currency exchange risk and commodity price risk. Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. 23.1 Interest rate risk The Group’s main interest rate risk arises from long‑term borrowings with variable rates, which expose the Group to cash flow interest rate risk. Management reviews the evolution of market interest rates and takes action to mitigate risks using available financial instruments where necessary. The Group’s borrowings include contracted change in interest rates based on quarterly change to EURIBOR. The Group’s policy, in the management of interest rate risk, is to strike the right balance between the Group’s fixed and floating rate financial instruments. The balance struck is dependent on prevailing interest rate markets at any point in time. At December 31, 2022, the Group’s external borrowings were 53.2% fixed with an interest rate of 4.48%. At December 31, 2023, the Group’s external borrowings were 57.7% fixed with an average interest rate of 5.59%. The weighted average interest rate of the Group for the period ended December 31, 2022 was 4.1% and for the period ended December 31, 2023 was 6.09% Holding all other variables constant, including levels of the Group’s external indebtedness, at December 31, 2023 a one percentage point increase in variable interest rates would increase interest payable by approximately €9m for a 12‑month period vs €8m for 2022. 23.2 Currency exchange risk The Group presents its consolidated financial information in Euro. The Group operates in seventeen countries, mainly across Europe and Africa and its main currency exposure in the period to December 31, 2023, from the euro functional currency, were in relation to the British pound, Polish zloty, the Swiss franc, the Moroccan dirham and the Thai baht. Currency exchange risk arises from future commercial transactions and recognized assets and liabilities. The Group has a limited level of transactional currency exposure arising from sales or purchases by operating units in currencies other than their functional currencies. The risk is measured through a forecast of highly probable currency expenditures. The risk is hedged with the objective of minimising the volatility of the Eviosys currency cost of highly probable forecast purchases and sales. The aggregate net foreign exchange gain recognised in profit or loss was immaterial for the period. The foreign exchange risks generated by intercompany loans held in foreign currencies are managed using foreign exchange swaps. The Group treasury’s risk management policy is to hedge 80% of forecast currency cash flows for purchases and sales for up to one year in advance. The Group uses foreign currency forwards to hedge its exposure to foreign currency risk. Under the Group’s policy, the critical terms of the forwards must align with the hedged items. Fluctuations in the value of these currencies with respect to the euro functional currency may have a significant impact on the Group’s financial condition and results of operations. When considering the Group’s position, the Group believes that a strengthening of the euro exchange rate (the functional currency of Titan Holdings I B.V.) by 1% against all other foreign currencies from the December 31, 2023 rate would decrease shareholders’ equity by approximately €2m. 23.3 Commodity price risk The Group is exposed to changes in prices of its main raw materials, primarily steel, aluminium, and energy. The steel price is negotiated annually with the major European steel suppliers, fixed for the calendar year, with price pass‑through mechanisms for our multi‑year customer contracts. The steel price has a variable cost associated with its raw material components, coking coal and iron ore, for which there is a market and the Group purchase forward less than 5% of our annual steel tonnage in a back‑to‑back customer relationship. Aluminium ingot is traded daily as a commodity on the London Metal Exchange, which has historically been subject to significant price volatility. The price on the aluminium purchases is hedged by entering into forward contracts. Furthermore, the relative price of oil and its by‑products may materially impact the Group’s business, affecting our transport, lacquer and ink costs.

Eviosys 2023 Annual report 38 Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Where the Group does not have pass through contracts in relation to the underlying metal raw material cost it uses derivative agreements to manage this risk. The Group depends on an active liquid market and available credit lines with counterparty banks to cover this risk. The use of derivative contracts to manage the Group’s risk is dependent on robust hedging procedures. Increasing raw material costs over time has the potential, if we are unable to pass on price increases, to reduce sales volume and could therefore have a significant impact on our financial condition. The Group is also exposed to possible interruptions of supply of steel and aluminium or other raw materials and any inability to purchase raw materials could negatively impact our operations. As a result of the volatility of gas and electricity prices the Group fixes a proportion of our energy costs through contractual arrangements directly with our suppliers. 23.4 Credit risk Credit risk arises from derivative contracts, cash and deposits held with banks and financial institutions, as well as credit exposures to the Group’s customers, including outstanding receivables. Group policy is to place excess liquidity on deposit, only with recognized and reputable financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of “BBB+” from credit rating agencies are accepted, where possible. The credit ratings of banks and financial institutions are monitored to ensure compliance with Group policy. Risk of default is controlled within a policy framework of dealing with high quality institutions and by limiting the amount of credit exposure to any one bank or institution. Group policy is to extend credit to customers of good credit standing. Credit risk is managed on an ongoing basis, by experienced people within the Group. The Group’s policy for the management of credit risk in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. The utilization of credit limits is regularly monitored, management does not expect any significant counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For some trade receivables the Group may obtain security in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The expected loss rate has been calculated as 3.9% in 2023 and 5.0% in 2022. Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Subsequent recoveries of amounts previously written off are credited against the same line item. 23.5 Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. The Group’s policy is to ensure that sufficient resources are available either from cash balances, cash flows or undrawn committed bank facilities, to ensure all obligations can be met as they fall due. To effectively manage liquidity risk, the Group: • has committed borrowing facilities that it can access to meet liquidity needs; • maintains cash balances and liquid investments with highly rated counterparties; • limits the maturity of cash balances; • borrows the bulk of its debt needs under long term fixed rate debt securities; and • has internal control processes to manage liquidity risk. Cash flow forecasting is performed in the operating entities of the Group and is aggregated by centralized Treasury.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 39 Centralized Treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans. The Group had access to the following undrawn borrowing facilities at the end of the reporting period: in Millions of Eur December 31, 2023 December 31, 2022 Expiring within one year (bank overdrafts) 8 8 Expiring beyond one year (revolving credit facility) 275 275 Total 283 283 The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Note 24 Off balance sheet commitments & rights and Audit fees The revolving credit facility has €9m blocked as a guarantee giving available liquidity of €266m. The audit fees in 2023 were: €2.2m (2022 €2.1m). Note 25 Subsequent events On June 22, 2024, Sonoco Products Company (Sonoco) entered into a binding agreement with KPS Capital Partners, LP (KPS) to acquire all of the equity of Titan Holdings I B.V. The amount of the transaction is €3.615 billion ($3.9 billion). The transaction is expected to close by the end of 2024 and is subject to completion of required works council consultations and the receipt of required regulatory approvals and other customary closing conditions. The €400m Term loan - renamed from facility B2 to facility B3, was repriced on February 8, 2024 with the aim of improving cash flow generation. The transaction was leverage neutral. The new margin has decreased from Euribor plus 475 basis points to Euribor plus 400 basis points, giving rise to a catch up adjustment of €11.8m recognised in finance income. Consolidated Senior Secured Debt Ratio Facility B2 Margin (p.a.) Greater than 2.20:1 4.00% Equal to or less than 2.20:1 but greater than 1.70:1 3.75% Equal to or less than 1.70:1 3.50%

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 40 Note 26 Related party transactions 26.1 Crown Holdings, Inc. Crown Holdings, Inc. (“Crown”) is considered as a related party due to the 20% interest Crown has retained in one of the parent entities of Titan Holdings I B.V. Ongoing transactions with Crown are presented in the tables below: in Millions of Eur December 31, 2023 December 31, 2022 Sales to Crown subsidiaries 33 49 Purchase of finished goods (106) (116) Transition services agreement net expense (2) (5) Total (75) (72) Following the acquisition, a transition services agreement is in place between Crown and Eviosys mainly for Shared Service centre activities. The net fee paid to Crown for the twelve‑month period ended December 31, 2023 was €2.3m and in December 2022 was €4.7m. The purchase of finished goods concerns one Eviosys factory where Crown continues to operate producing beverage cans for its own market, plus food cans solely for Eviosys. This is an interim arrangement which will terminate when Crown moves its beverage operations to new UK premises and Eviosys will take over operation of the factory in‑line with the Sales and Purchase Agreement, which is expected to occur in Q2, 2024. Sales to Crown are made at arm’s length transaction prices. in Millions of Eur December 31, 2023 December 31, 2022 Accounts receivable 1 1 Accounts payable (17) (23) Total (16) (22) Accounts receivable and payable relate to the purchase and sale of products. Crown received payment of a dividend of approximately €77m made by Titan Holdings I on March 7, 2023. 26.2 KPS KPS is the Private Equity Investor which administers the investment funds that are the ultimate owners of Titan Holdings I B.V. Eviosys recorded an expense in the period of €4m in 2023 (€4m in 2022) for management fees payable to KPS. KPS received payment of a dividend of approximately €310m made by Titan Holdings I on March 7, 2023.

Consolidated Financial Statements for the Year Ended December 31, 2023 Notes to the consolidated financial information Eviosys 2023 Annual report 41 26.3 Key management personnel Key management are those persons who have the authority and responsibility for directing and controlling the activities of the Group. Key management is composed of the Group’s senior management team during the reporting period. in Millions of Eur Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Salaries and other short term employee benefits 6 7 Employee equity plan 2 2 Total key management compensation 8 9 Equity compensation benefits are provided to employees via the Employee Equity Plan, an executive level employee share scheme. During the period ended December 31, 2023 the total impact of the equity awards was €2m. (During the period ended December 31, 2022 the total impact of the equity awards was €2m.) 26.4 Group entities Significant manufacturing subsidiaries of the company are set out below: Company Name Country incorporation December 31, 2023 December 31, 2022 Ownership interest % Ownership interest % Eviosys Packaging France S.A.S France 100% 100% Eviosys Packaging Germany GmbH Germany 100% 100% Eviosys Packaging West Africa Ghana 100% 100% Eviosys Packaging Hellas Single Member S.A. Greece 100% 100% Eviosys Packaging Magyarorszag Kft Hungary 100% 100% Eviosys Packaging Ireland Ltd Ireland 100% 100% Eviosys Packaging Italia Srl Italy 100% 100% Eviosys Packaging SIEM Ivory Coast 85% 85% Eviosys Packaging Société Malgache d’Emballages Métalliques Madagascar 100% 100% Eviosys Packaging Maroc Morocco 79% 79% Eviosys Packaging (Thailand) Limited Thailand 100% 100% Eviosys Packaging Polska SP z o.o. Poland 100% 100% Eviosys Packaging Portugal SA Portugal 100% 100% Eviosys Packaging Kuban Russia 100% 100% Eviosys Packaging Closures Spain, S.L.U Spain 100% 100% Eviosys Embalajes España, S.A.U. Spain 100% 100% Eviosys Packaging Türkiye Sanayi Ve Ticaret Limited Sirketi Turkey 100% 100% Eviosys Packaging UK Ltd UK 100% 100% Eviosys Packaging Aerosols UK Ltd UK 100% 100%

Eviosys - PRESENTATION BATV2 - 010824

01 Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Consolidated Interim Statement of Profit or Loss (condensed) unaudited Consolidated Interim Statement of Profit or Loss (condensed) unaudited in Millions of Eur Note Six months ended June 30, 2024 Six months ended June 30, 2023 Revenue 5 1 054 1 163 Cost of product sold (879) (972) Gross profit 175 191 Selling, general and administration expenses 6 (93) (54) Other income/(expenses) 7 (6) (6) Amortization of intangible assets 15 (27) (26) Operating profit/(loss) 49 105 Finance expense 8 (71) (72) Foreign exchange gain/(loss) (1) 1 IAS 29 Net monetary loss 9 (3) - Profit/(loss) before income tax (26) 34 Income tax 10 (4) (10) Income/(loss) of the period (30) 24 Profit attributable to non‑controlling interest 1 - Income/(loss) of the period attributable to Titan Holdings I B.V (31) 24 The notes are an integral part of these consolidated interim condensed financial statements. 02 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Consolidated Interim Statement of Comprehensive Income (condensed) unaudited Consolidated Interim Statement of Comprehensive Income (condensed) unaudited in Millions of Eur Note Six months ended June 30, 2024 Six months ended June 30, 2023 Income/ (loss) of the period (30) 24 Other comprehensive income: - - Items that may subsequently be reclassified to income statement Foreign currency translation adjustments: - - Arising in the period - (4) Effective portion of changes in fair value of cash flow hedges: New fair value adjustments into reserve - (3) Movement in deferred tax - Items that will not be reclassified to income statement Re‑measurement of employee benefit obligations 2 (1) Movement in deferred tax (1) - Total other comprehensive (loss)/income for the period 1 (8) Total comprehensive gain (loss) for the period (29) 16 Net gain attributable to non‑controlling interests - - Translation adjustments attributable to non‑controlling interests - 1 Comprehensive gain (loss) attributable to Titan Holdings I B.V (29) 17 The notes are an integral part of these consolidated interim condensed financial statements. 03 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Consolidated Interim Statement of Financial Position (condensed) unaudited Consolidated Interim Statement of Financial Position (condensed) unaudited in Millions of Eur Note June 30, 2024 December 31, 2023 Cash & cash equivalents 12 196 342 Trade receivables 11 200 205 Contract receivables 61 43 Other receivables 42 37 Current tax receivables 10 20 Inventory 521 466 Current financial assets 14 14 2 Other current assets 25 16 Total current assets 1,069 1,131 Property, plant and equipment 16 824 826 Right‑of‑use assets 30 27 Intangible assets 15 1,341 1,364 Deferred tax asset 22 21 Other non‑current assets 4 4 Non‑current financial assets 14 - 14 Total non‑current assets 2,221 2,256 Total assets 3,290 3,387 Short‑term debt 12 2 10 Trade payable 13 527 499 Current lease liabilities 12 11 10 Income taxes payable 15 21 Current financial liabilities 14 4 2 Other current liabilities 253 324 Total current liabilities 812 866 Long‑term debt 12 1,908 1,915 Non‑current lease liabilities 12 20 18 Employee benefits 17 60 61 Deferred tax liability 201 214 Other non‑current provisions 3 7 Non‑current financial liabilities 14 2 6 Other non‑current liabilities 3 2 Total non‑current liabilities 2,197 2,223 Non‑controlling interest 19 18 Issued capital 3 - - Reserves 262 280 Total equity 281 298 Total liabilities and equity 3,290 3,387 The notes are an integral part of these consolidated interim condensed financial statements. 04 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Consolidated Interim Statement of Changes In Equity (condensed) unaudited Consolidated Interim Statement of Changes In Equity (condensed) unaudited in Millions of Eur Share capital Hedging reserves Foreign currency translation reserve Pension Retained earnings Additional paid in capital Other Total shareholder’s equity Non- controlling interest Total equity December 31, 2022 - 23 (19) 17 63 543 16 643 18 661 Income of the period - - - - 24 - - 24 - 24 Dividend Distribution - - - - - (388) - (388) - (388) Other comprehensive (loss)/ income for the period - (3) (4) (1) - - - (8) 1 (7) Employee equity plan - - - - - - 1 1 - 1 Hyperinflation 2023 adjustment - - - - - - 3 3 - 3 Rounding - - - - - - - - - - June 30, 2023 - 20 (23) 16 87 155 20 275 19 294 December 31, 2023 - 8 (25) 14 98 155 30 280 18 298 Income of the period - - - - (31) - - (31) 1 (30) Other comprehensive (loss)/ income for the period - - - 1 - - - 1 - 1 Employee equity plan - - - - - - 7 7 - 7 Hyperinflation 2024 adjustment - - - - - - 5 5 - 5 Rounding - - - - - - - - - - June 30, 2024 - 8 (25) 15 67 155 42 262 19 281 The notes are an integral part of these consolidated interim condensed financial statements. (1) (2) (2) Titan Holdings I B.V has 91 euros of share capital in 2024. Please refer to note 3.(1) Impact of the Turkish subsidiary as required by IAS 29.(2) 05 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Consolidated Interim Statement of Cash Flows (condensed) unaudited Consolidated Interim Statement of Cash Flows (condensed) unaudited in Millions of Eur Note June 30, 2024 June 30, 2023 Profit/(loss) before income tax (26) 34 Adjustments for: Amortisation & depreciation 71 78 Finance costs net 8 71 72 Restructuring & other 9 (5) Change in operating assets & liabilities: Decrease/(increase) in trade receivables 4 27 Decrease/(increase) in contract receivables (17) (28) Decrease/(increase) in inventories (55) (51) Decrease/(increase) in other operating assets (6) (1) (Decrease)/increase in trade payables 27 (136) (Decrease)/Increase in other operating liabilities (73) (65) Cash generated from operations 5 (65) Interest paid (77) (64) Income tax paid (16) (27) Restructuring payments (9) (11) Employee benefits payments/contributions - - Transaction costs relating to debt financing (2) (14) Other operating cash flows 3 (7) Net cash generated from operating activities (96) (188) Purchase of property, plant and equipment (33) (29) Other investing cash flows - - Net cash used in investing activities (33) (29) Proceeds from borrowings (10) 400 Repayment of borrowings - (8) Dividend Payment - (388) Capital increase/(decrease) - - Other financing cash flows (6) (6) Net cash generated from financing activities (16) (2) Net (decrease)/increase in cash, cash equivalents and restricted cash (145) (219) Cash, cash equivalents and restricted cash at the beginning of the period 342 263 Foreign exchange losses on cash, cash equivalents and restricted cash - - Cash, cash equivalents and restricted cash at the end of the period 197 44 The notes are an integral part of these consolidated interim condensed financial statements. 06 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 1 General information Titan Holdings I B.V. (the “Company”), a company with limited liability, was incorporated in the Netherlands on April 6, 2021. The Company’s registered office is Keizersgracht 555, 1017 DR Amsterdam, The Netherlands, registered under number 82439613. The Company had no activity until the acquisition of the European Tinplate business of Crown Holdings, Inc. on August 31, 2021. The principal place of business of the Company, where the executive management team is based, is located in Zug, Switzerland. Titan Holdings I B.V. and its subsidiaries (together the “Group” or “Eviosys”) are a leading supplier of innovative, value‑added, rigid metal packaging solutions. The Group’s products mainly include metal containers primarily for food markets. The Group operates 44 plants in 17 countries mainly throughout Europe and Africa. One of the facilities that supplies Eviosys in the UK formally transferred to Eviosys’ management in Q2 2024, pursuant to terms of the transaction with Crown. 1.1 The new can making facility in Dakhla underwent final start up testing in June and will produce cans commercially from Q3 2024. The food can business is seasonal with the first quarter tending to be the slowest period as the autumn packaging period in the Northern Hemisphere has ended and new crops are not yet planted. The industry enters its busiest period in the third quarter when the majority of fruits and vegetables in the Northern Hemisphere are harvested. Due to this seasonality, inventory levels increase in the first half of the year to meet peak demand in the second and third quarters. These non‑statutory condensed consolidated unaudited interim financial statements (referred to as “consolidated interim statements”) reflect the consolidation of the legal entities forming the Group for the six months ended June 30, 2024 (the “reporting date”). Notable Events Eviosys Acquisition On June 22, 2024, Sonoco Products Company (Sonoco) entered into a binding agreement with KPS Capital Partners, LP (KPS) to acquire all of the equity of Titan Holdings I B.V. The amount of the transaction is €3.615 billion ($3.9 billion). The transaction is expected to close by the end of 2024 and is subject to completion of required works council consultations and the receipt of required regulatory approvals and other customary closing conditions. Russian operations Eviosys operates two plants in Timashevsk and Novotitarovskaya (co‑located with a major customer). Revenue in Russia was approximately 2% of Group sales in 2024. The €0.9m of cash held in Russia at June 30, 2024 is restricted with regarding remittance to the Group however the cash can be used by the Russian subsidiaries to finance working capital requirements. Eviosys is continually monitoring the evolving situation in Eastern Europe and is working to ensure continuity of operations, access to cash generated in Russia, and with the support of specialized external counsel, compliance with all applicable sanctions being put in place. Debt issue On February 8, 2024 Eviosys repriced the €400m non‑fungible coterminous Term Loan B (“New Term Loan facility B2”) with the aim of improving cash flow generation. This Term loan has been renamed from B2 to B3. The transaction was leverage neutral. The new margin has decreased from Euribor plus 475 basis points to Euribor plus 400 basis points, giving rise to a catch up adjustment of €11.8m recognised in finance income according to IFRS9. The "catch up" method has been applied and explain in note 12 - Borrowings. Climate change Management have considered climate change risks when exercising judgements and estimates during the preparation of the consolidated interim statements and have determined that there are no significant consequences for Eviosys. 07 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 2 Basis of presentation and summary of significant accounting policies 2.1 Basis of preparation The Group's unaudited Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2024 are prepared in accordance with IAS 34 “Interim Financial Reporting” and with generally accepted accounting principles under International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The unaudited Condensed Consolidated Interim Financial Statements do not include all the information and disclosures required in the Consolidated Financial Statements. They should be read in conjunction with the Group’s Consolidated Financial Statements for the year ended December 31, 2023, which were authorized for issue by the Board of Directors on July 31, 2024. Subsequent events impacting these interim financial statements were assessed up to and including August 1, 2024. These unaudited Condensed Consolidated Interim Financial Statements were authorized for issue by management on August 1, 2024. 2.2 Summary of significant accounting policies The same accounting policies and methods of computation are followed in these interim financial statements as compared with the most recent annual financial statements except for the application of the effective tax rate in accordance with IAS 34 “Interim Financial Reporting”. Income tax expense is recognised based on management’s estimate of the weighted average annual income tax rate expected for the full financial year. The projected annual tax rate used for the year to June 30, 2024, is 35%. Several amendments and interpretations described below apply for the first time in 2024, but do not have any material impact on the Unaudited Condensed Interim Consolidated Financial Statements of the Group. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. The Group plans to adopt the new standards and interpretations on their required effective dates. The following new standards and amendments are effective for the period beginning 1 January 2024: • Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7); • Lease Liability in a Sale and Leaseback (Amendments to IFRS 16); • Classification of Liabilities as Current or Non‑Current (Amendments to IAS 1); and • Non‑current Liabilities with Covenants (Amendments to IAS 1). In December 2022, the Member States of the European Union unanimously agreed to adopt the Directive introducing an overall minimum corporate tax rate of 15%, which has entered into force in 2024, in line with the OECD second pillar model framework. On May 23, 2023 the IASB published the amendment to IAS 12 International Tax Reform – Model Pillar Two Rules for immediate application. The Group has applied the exemption to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. Note 3 Issued capital Total (in EUR) April 6, 2021 94 December 31, 2023 91 June 30, 2024 91 Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects. On April 6, 2021 Titan Holdings I B.V. has issued the authorized capital amounts to USD 100, divided into 10,000 shares with par value USD 0.01. 08 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 4 Segment information The CEO has been identified as the Chief Operating Decision Maker (CODM) and examines the Group’s performance at the consolidated level. The Group evaluated the need to assess different product lines as separate Reporting Segments using the guidance around quantitative thresholds and qualitative characteristics in IFRS 8. Based on this evaluation it was concluded that there is only one Reporting Segment for Eviosys. The CEO primarily uses a Non‑GAAP measure of adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA, see below) to assess the performance of the operating segment. Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings described in the analysis below. in Millions of Eur Six months ended June 30, 2024 Six months ended June 30, 2023 Income/(Loss) of the period attributable to Titan Holdings I B.V (31) 24 Taxes on income 4 10 Net interest expense (income) 70 71 Depreciation and amortization 71 78 EBITDA 114 183 Restructuring/Asset Impairments & Disposals 6 4 IAS 29 Net Monetary Loss 3 - KPS Management Fees 3 2 Bonus Plan & Management Equity Plan 39 - Other 7 3 Adjusted EBITDA 172 192 Note 5 Revenue & other non‑current assets by geographic area The Group derives revenue from the transfer of goods over time and at a point in time. The non‑current assets and the revenue by geographic area are presented as follows : in Millions of Eur Six months ended June 30, 2024 Six months ended June 30, 2023 Net sales by customer country Other non‑current assets (PPE & ROU) Net sales by customer country Other non‑current assets (PPE & ROU) France 165 146 185 147 Spain 132 190 133 193 Italy 129 109 146 112 United Kingdom 121 119 118 116 Germany 76 43 84 39 Other 431 247 497 237 Net sales 1,054 854 1 ,163 844 No other countries have revenue or other non‑current assets in excess of the countries listed above. No customer represents more than 10% of the revenue. 09 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 6 Selling, general and administration expenses in Millions of Eur Six months ended June 30, 2024 Six months ended June 30, 2023 Personnel costs 62 32 Professional fees 5 5 Depreciation and ROU asset amortization 2 1 KPS management fees 3 2 Other SG&A 21 14 Total SG&A 93 54 The increase of personnel costs is mainly due to the bonus plan for €32m triggered by the likely change of control. The increase of other SG&A is mainly due to the Management Equity Plan for €7m triggered by the likely acquisition of Eviosys by Sonoco. Note 7 Other income & Expenses in Millions of Eur Six months ended June 30, 2024 Six months ended June 30, 2023 Aerosol restructuring - 3 Closures restructuring 3 Other restructuring - 2 Transaction costs 3 - Other - 1 Total Other Income & Expenses 6 6 10 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 8 Finance expense in Millions of Eur Six months ended June 30, 2024 Six months ended June 30, 2023 Interest expense on debt 64 55 Interest expense on factoring and securitization 13 12 Amortization of debt issue cost (7) 3 Interest expense on leases 1 1 Pension and related non services costs/income 1 1 Finance expense 72 72 Interest Income (1) - Interest Income (1) - Net finance expense 71 72 Interest expense mainly comprises the interest due on the Term loan and Senior bonds. The variation in the amortization of debt issue cost is related to the Facility B3. The operation is explained in Note 12. Note 9 Hyperinflation The Eviosys subsidiary in Turkey, Eviosys Packaging Türkiye Sanayi Ve Ticaret Limited Sirketi, has Turkish lira as its functional currency. The consumer price index of the Turkish Statistical Institute (TURKSTAT) was 2,328.8 at June 30, 2024 and 1,351.69 at June 30, 2023. The calculated net monetary loss in 2024 is €3m and is recognised in the Statement of Profit or Loss. Note 10 Tax expenses The projected tax rate of 35% was applied to income before tax for the six months ended June 30, 2024, adjusted for the losses in the Netherlands where no tax credit is reported. In June 30, 2024 the tax expense is €4m compared to €10m in June 30, 2023 (In June 2023 the projected tax rate of 26% applied to the income before tax was adjusted for discrete items of €1m related to prior year adjustments in Africa.). 11 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 11 Trade Receivables 11.1 Classification as trade receivables Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due for settlement between 30 and 90 days (depending on local practice) and are therefore all classified as current. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. The allowance for credit losses is €10m. The carrying amounts of trade receivables are considered to be the same as their fair values due to their short‑term nature. 11.2 Transferred receivables with recourse The carrying amount of the trade receivables includes €10m (€17m in 2023) of receivables which are subject to a factoring arrangement with recourse. Under this arrangement, Eviosys has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, Eviosys has retained late payment and credit risk. The Group therefore continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under the factoring agreement is presented within short‑term debt (€10m in Q2 2024, €17m at December 31, 2023). The Group considers that the held to collect business model remains appropriate for these receivables and hence continues measuring them at amortised cost. 11.3 Transferred receivables without recourse The company also uses receivables securitization and factoring facilities in the normal course of business as part of managing its cash flows. The company primarily accounts for transfers under these facilities as sales because it has met the criteria for the risk of the receivables to be considered transferred. The company’s continuing involvement in the transfers is limited to servicing the receivables. The company receives adequate compensation for servicing the receivables and no asset or liability is recorded. As at June 30, 2024 the company derecognised receivables of €123m securitised and €219m factored related to the facilities. Year to date June 30, 2024 the company recorded expenses related to the facilities of €13m as interest expense. (As at December 31, 2023 the company derecognised receivables of €136m securitised and €317m factored related to the facilities. Year to date June 30, 2023 the company recorded expenses related to the facilities of €12m as interest expense.) 12 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 12 Borrowings The Company’s outstanding net borrowings is as follows: in Millions of Eur June 30, 2024 December 31, 2023 Other short term debt 10 17 Debt issuance costs (short term portion) (8) (7) Short term debt 2 10 Current lease liabilities 11 10 Short term position 13 20 Bond 375 375 Term loan 1,575 1,575 Debt issuance costs (long term portion) (42) (35) Long term debt 1,908 1,915 Non‑current lease liabilities 20 18 Long term position 1,928 1,933 Cash & cash equivalents (196) (342) Restricted cash (1) - Total cash, cash equivalent & restricted cash (197) (342) Net borrowings position 1,744 1,611 Borrowings are further analysed as follows : in Millions of Eur Currency Maximum amount drawable Final maturity date Facility type Amount drawn Undrawn amount / liquidity Term loan – facility B EUR 1,175 08/2028 Term loan 1,175 Term loan – facility B3 EUR 400 08/2028 Term loan 400 Senior notes EUR 375 07/2029 Bonds 375 Revolving Credit Facility EUR 275 02/2028 Revolving 275 Other short term debt 10 Total borrowings 2,225 1,960 275 12.1 Long term borrowings and short term debt The fair value of the Group’s borrowings excluding lease obligations at June 30, 2024 is estimated, based on level 1 quoted market prices, at €1,968m. in Millions of Eur June 30, 2024 December 31, 2023 At amortised cost At fair value At amortised cost At fair value Term loan – facility B 1,157 1,177 1,155 1,160 Term loan – facility B2 - - 389 402 Term loan – facility B3 375 401 - - Senior notes 368 380 364 323 Other short term debt 10 10 17 17 Total borrowings 1,910 1,968 1,925 1,902 13 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information 12.1.1 Term Loan and Revolving Credit Facility On August 31, 2021, Kouti B.V. incurred €1,175m of senior secured term loans to finance, in part, the acquisition of the Tinplate business pursuant to a Senior Facilities Agreement, dated as of July 15, 2021 (the “Senior Facilities Agreement”), by and among Titan Holdings II B.V., Kouti B.V., the lenders and other parties from time to time party thereto, Barclays Bank PLC, as agent, and Deutsche Bank AG, London Branch, as security agent. Under the Senior Facilities Agreement, Kouti B.V. and certain subsidiaries may also borrow senior secured revolving loans up to €275m from time to time. The facilities have the following key terms: Consolidated Senior Secured Debt Ratio Facility B Margin (p.a.) Greater than 3.80:1 3.75% Equal to or less than 3.8:1 but greater than 3.30:1 3.50% Equal to or less than 3.30:1 3.25% Sustainability‑Base Grid Facility B Margin (p.a.) Compliance with sustainability KPIs 0.075% Rate Discount Non‑Complaince with Sustainability KPIs 0.075% Rate Premium Kouti B.V. entered into interest rate swap contracts on March 17, 2022 to fix the EURIBOR component of the interest rate of €450m of the Term Loan at 0.7655% until February 28, 2025. Consolidated Senior Secured Debt Ratio Facility B2 Margin (p.a.) Greater than 2.20:1 4.75% Equal to or less than 2.20:1 but greater than 1.70:1 4.50% Equal to or less than 1.70:1 4.25% Sustainability‑Based Grid Facility B2 Margin (p.a.) Compliance with sustainability KPIs 0.075% Rate Discount Non‑Compliance with Sustainability KPIs 0.075% Rate Premium Kouti B.V. entered into interest rate swap contracts on March 9, 2023 to fix the EURIBOR component of the interest rate of €300m of the Term Loan B2 at 3.6076% until February 28, 2026. The Facility B2 tranche of €400m has been repriced on February 8, 2024 and subsequently renamed to Facility B3. The repricing has been analysed as a debt renegociation. The Borrowers remain the same: Kouti B.V., Eviosys Packaging France S.A.S, Eviosys Embalajes España, S.A.U. and Eviosys Packaging UK Limited. The maturity date also remains the same. The new margin has decreased from Euribor plus 475 basis points to Euribor plus 400 basis points. In application of IFRS 9, the difference between the former basis points (475 pts) and the new basis (400 pts) has been accounted for in one‑shot according to the “catch‑up” method. This accounting policy drives Eviosys to recognise a €11.8m gain in the Net finance expense in the category : Amortization of debt issuance cost. A Term Loan (Facility B Commitments) of €1,175m with a maturity date of August 31, 2028. This tranche incurs interest at the applicable 1, 2, 3 or 6 months EURIBOR rate plus a margin that is subject to a leverage‑based grid and a sustainability‑based ratchet (commencing with delivery of the Company’s non‑financial annual report due within 120 days after the end of each fiscal year). • On March 7, 2023 an additional Facility B tranche of €400m with a maturity date of August 31, 2028, was established under the existing Senior Facilities Agreement (Facility B2). Each of Kouti B.V., Eviosys Packaging France S.A.S, Eviosys Embalajes España, S.A.U. and Eviosys Packaging UK Limited became the borrowers of Facility B2. This tranche incurs interest at the applicable 1, 2, 3 or 6 months EURIBOR rate plus a margin that is subject to a leverage‑based grid and a sustainability‑based ratchet (in each case commencing after two full fiscal quarters after the closing date of Facility B2). • 14 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information The Facility B3 has the following characteristics : Consolidated Senior Secured Debt Ratio Facility B3 Margin (p.a.) Greater than 2.20:1 4.00% Equal to or less than 2.20:1 but greater than 1.70:1 3.75% Equal to or less than 1.70:1 3.50% Consolidated Senior Secured Debt Ratio Revolving Facility Margin (p.a.) Greater than 3.80:1 3.75% Equal to or less than 3.8:1 but greater than 3.30:1 3.50% Equal to or less than 3.30:1 but greater than 2.80:1 3.25% Equal to or less than 2.8:1 but greater than 2.30:1 3.00% Equal to or less than 2.3:1 2.75% This Revolving Credit Facility was not drawn as of June 30, 2024. The amount available for direct drawing under the Revolving Credit Facility as of the end of such period was €266m as €9m is blocked as guarantee to an overdraft facility that reduces the revolving commitment on a euro‑for‑euro basis. The commitment fee applied to the available amount of the Revolving Credit Facility is 30% of the applicable margin. 12.1.2 Senior Notes On July 15, 2021, Titan Holdings II B.V issued €375m of 5.125% Senior Notes due in July 2029. The Notes have been offered in connection with the acquisition of, directly or indirectly, the Tinplate business. 12.1.3 Short‑term loans Short‑term loans relate to receivables factored with recourse. Refer to note 12. 12.1.4 Debt Issuance Costs According to IFRS 9, the repricing has been considered as a debt renegociation. As a result the “catch‑up” method has been applied for the repricing of the Facility B2 to B3. As a result a one‑off gain of €11.8m has been reported. Incremental debt issuance costs amounting to €1.6m related to the repricing transaction have been recorded, giving a total of €69m, of which €19m has already been amortized, leaving €50m recorded against debt. 12.2 Covenants Eviosys has complied with the financial covenants of its borrowing facilities during the 2023 and 2024 reporting periods. The Senior Facilities Agreement contains a springing financial covenant for the benefit of the revolving lenders that, if tested, requires the Group to maintain a minimum consolidated senior secured debt ratio of 8.10x. The financial covenant is tested, if required, on the last day of every financial quarter in which the “Test Condition” is satisfied (commencing on the last day of the third full fiscal quarter to have elapsed after the acquisition closing date). The Test Condition is satisfied if the Revolving Credit Facility usage exceeds 40% of the revolving commitment (excluding letters of credit and ancillary facilities issued thereunder). The test condition was not satisfied at the end of the quarter and therefore the financial covenant was not required to be tested. A Revolving Credit Facility of €275m with a maturity date of February 29, 2028. When drawn, this Revolving Credit Facility incurs interest at the applicable 1, 2, 3 or 6 months EURIBOR rates plus a margin that is subject to a leverage‑based grid. • 15 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 13 Trade payables in Millions of Eur June 30, 2024 December 31, 2023 Trade payables excluding supplier financing 509 475 Payables under supplier financing arrangements 18 24 Trade payables 527 499 Trade payables are unsecured and are usually payable within 30 to 90 days of recognition depending on local practice. The carrying amounts of trade and other payables are considered to be the same as their fair values due to their short‑term nature. The Group has agreed to support strategic tinplate suppliers with their cash flows by entering into supplier financing arrangements. Under the arrangement, a bank acquires the rights to selected trade receivables from the supplier. Following this acquisition, the Group will no longer be able to make earlier direct payments to the supplier and will not be able to offset any of the acquired payables against credit notes received from the supplier. However, the Group has determined that the terms of the trade payable are otherwise substantially unchanged and that it is therefore appropriate to continue presenting the relevant amounts within trade and other payables in the balance sheet. Note 14 Derivative financial instruments The following table sets out the Company’s financial assets and liabilities that were accounted for at fair value (hierarchy level two) on a recurring basis. in Millions of Eur Assets Liabilities Derivatives designated as hedging instruments Foreign exchange current contracts cash flow 2 (2) Commodities current contracts cash flow - - Interest rate swap 14 (6) December 31, 2023 16 (8) Foreign exchange current contracts cash flow 3 (4) Commodities current contracts cash flow - - Interest rate swap 9 (2) Rounding 1 - June 30, 2024 13 (6) Current and Non‑current financial assets include restricted cash (Q2 2024 : €1m and Q2 2023 : €0.1m). 16 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 15 Intangible assets in Millions of Eur June 30, 2024 December 31, 2023 Gross amount Accumulated depreciation Net book value Gross amount Accumulated depreciation Net book value Goodwill 826 - 826 826 - 826 Intangibles 665 (150) 515 661 (123) 538 Total 1,491 (150) 1,341 1,487 (123) 1,364 Note 16 Tangible assets in Millions of Eur June 30, 2024 December 31, 2023 Gross amount Accumulated depreciation Net book value Gross amount Accumulated depreciation Net book value Land & Land Improvements 152 - 152 151 - 151 Buildings 332 (55) 277 323 (44) 279 Machinery & Equipment 494 (216) 278 468 (189) 279 Other Depreciable Assets 26 (11) 15 21 (9) 12 Capital Projects in Progress 102 - 102 105 - 105 Total 1,106 (282) 824 1,068 (242) 826 For the six months ended June 30, 2024, €35m of additions and less than €1m of net disposals were recorded. The additions mainly related to the purchase of machinery and equipment. Note 17 Employee benefit obligations in Millions of Eur June 30, 2024 December 31, 2023 Defined benefit plan assets (2) (2) Defined benefit plan liabilities 50 52 Long service award and other 10 9 Total 58 59 Employee benefit expenses and payments of some €2m offset each other in the first six months of 2024. The impact of the discount rate movements during the six months ended June 30, 2024 on employee benefit obligations has been estimated and a net gain of some €2m has been recognised in Other Comprehensive Income. 17 Eviosys - PRESENTATION BATV2 - 010824

Section A: Condensed consolidated unaudited interim financial statements for the six months ended June 30, 2024 Selected explanatory notes to the condensed consolidated unaudited interim financial information Note 18 Related party transactions 18.1 Crown Holdings, Inc. Crown Holdings, Inc. (“Crown”) is considered as a related party due to the 20% interest Crown has retained in one of the parent entities of Titan Holdings I B.V. Ongoing transactions with Crown are presented in the tables below: in Millions of Eur June 30, 2024 June 30, 2023 Sales to Crown subsidiaries 17 19 Purchase of finished goods (30) (56) Transition services agreement net expense (1) (2) Total (14) (39) Following the acquisition by KPS, a transition services agreement is in place between Crown and Eviosys mainly for Shared Service centre activities. The net fee paid to Crown for the six‑month period ended June 30, 2024 was some €1m and for the six‑month period ended June 2023 was €2m. The purchase of finished goods concerns one Eviosys factory where Crown continued to operate producing beverage cans for its own market, plus food cans solely for Eviosys. This interim arrangement terminated during Q2 2024 when Crown moved its beverage operations to new UK premises and Eviosys took over operation of the factory in‑line with the Sales and Purchase Agreement. Sales to Crown are made at arm’s length transaction prices. in Millions of Eur June 30, 2024 December 31, 2023 Accounts receivable 1 1 Accounts payable (7) (17) Total (6) (16) Accounts receivable and payable relate to the purchase and sale of products. 18.2 KPS KPS is the Private Equity Investor which administers the investment funds that are the ultimate owners of Titan Holdings I B.V. Eviosys recorded an expense in the period of €2.5m in 2024 (€2.0m in 2023) for management fees payable to KPS. 18 Eviosys - PRESENTATION BATV2 - 010824

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless the context otherwise requires, in this exhibit, the terms “Sonoco” and the “Company” refer to Sonoco Products Company, a South Carolina corporation, and its consolidated subsidiaries, and the term “Eviosys” refers to Titan Holdings I B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, and its subsidiaries. All capitalized terms used but not defined herein that are defined and included in the Current Report on Form 8-K to which this exhibit is attached (the “Current Report”) shall have the same meanings assigned to them in the Current Report.

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X to reflect the probable acquisition of the entire equity interest of Eviosys by Sonoco (the “Eviosys Acquisition”) pursuant to the Equity Purchase Agreement, dated June 22, 2024, by and among Titan Holdings Coöperatief U.A., a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijkheid), incorporated under the laws of the Netherlands (the “Seller”), Eviosys and Sonoco (the “Purchase Agreement”) and the related financing transactions. As described in more detail in Note 2 below, the Company expects to fund the cash consideration payable by the Company in connection with the Eviosys Acquisition, including related fees and expenses, with the net proceeds from the issuance and sale of senior unsecured notes, borrowings under its Acquisition Term Loan Facilities (as defined in Note 2. Description of Financing) and cash on hand or additional borrowings under its existing $1.25 billion revolving credit facility (“Revolving Credit Facility”).

The unaudited pro forma condensed combined balance sheet combines the historical unaudited condensed consolidated balance sheet of Sonoco as of June 30, 2024 and the historical unaudited condensed consolidated balance sheet of Eviosys as of June 30, 2024, giving effect to the Eviosys Acquisition and the related financing transactions as if they had been consummated on June 30, 2024.

The unaudited pro forma condensed combined statement of income for the six months ended June 30, 2024 combines the historical unaudited condensed consolidated statement of income of Sonoco for the six months ended June 30, 2024 and the historical unaudited condensed consolidated statement of income of Eviosys for the six months ended June 30, 2024. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023 combines the historical audited consolidated statement of income of Sonoco for the year ended December 31, 2023 and the historical audited consolidated statement of income of Eviosys for the year ended December 31, 2023. Both of the unaudited pro forma condensed combined statements of income give effect to the Eviosys Acquisition and the related financing transactions as if they had been consummated on January 1, 2023.

The unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of income are collectively referred to as the “pro forma financial information.” The pro forma financial information is provided for illustrative purposes only and do not purport to represent the actual financial position and results of operations that would have been achieved had the Eviosys Acquisition and related financing transactions occurred on the dates indicated, and do not reflect adjustments for any anticipated integration costs, synergies, operating efficiencies, tax savings or cost savings. Actual amounts set forth in the pro forma financial information and in the accompanying notes are subject to adjustments and may differ at the time of the consummation of the Eviosys Acquisition and related financing transactions depending on several factors, including finalization of the transaction consideration in accordance with the terms of the Purchase Agreement, changes in the actual amount of fees and expenses related to the Eviosys Acquisition and the related financing transactions, changes in Sonoco’s financing plans, the outstanding amount of Sonoco indebtedness at that time, and the final purchase price allocation that will be completed following the closing of the Eviosys Acquisition. There can be no assurance that the Eviosys Acquisition or the related financing transactions will be consummated pursuant to the terms contemplated or at all. Even if the Eviosys Acquisition and the relating financing transactions are consummated, there can be no assurance as to when the closing of such transactions will take place. Further, the pro forma financial information does not purport to project the future operating results or financial position of Sonoco following the consummation of the Eviosys Acquisition and the related financing transactions.

The adjustments in the pro forma financial information have been identified and presented to provide an illustrative understanding of the effects of the Eviosys Acquisition and the anticipated financing transactions and have been prepared for informational purposes only. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date the pro forma financial information is issued and are subject to change as additional information becomes available and analyses are performed. There can be no assurance that additional information and analyses will not result in material changes. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the pro forma financial information are described above and in the accompanying notes.

The pro forma financial information and the accompanying notes have been derived from and should be read in conjunction with:

• The following historical financial statements of Sonoco:

•The historical audited consolidated financial statements of Sonoco as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021, included in Sonoco’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2024 and incorporated herein by reference; and

•The historical unaudited condensed consolidated financial statements of Sonoco as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and July 2, 2023, included in Sonoco’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024 and incorporated herein by reference.

• The following historical financial statements of Eviosys:

•The historical audited consolidated financial statements of Eviosys as of and for the years ended December 31, 2023 and 2022, which are included as Exhibit 99.1 to this Current Report; and

•The historical unaudited condensed consolidated financial statements of Eviosys as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 and 2023, which are included as Exhibit 99.2 to this Current Report.

Sonoco Products Company

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)


(Dollars and shares in thousands) as of June 30, 2024	Sonoco		Eviosys (as Reclassified) (see Note 4)		IFRS to U.S. GAAP Adjustments		Note	Eviosys (U.S. GAAP)		Transaction Accounting Adjustments		Note	Pro Forma Condensed Combined
Assets
Current Assets
Cash and cash equivalents	$	140,233	$	210,415	$	—		$	210,415	$	—	7A	$	350,648
Trade accounts receivable, net	960,262		214,397		—			214,397		(2,832)		7B	1,171,827
Other receivables	109,575		120,290		—			120,290		—			229,865
Inventories
Finished and in process	341,952		308,973		—			308,973		17,302		7C	668,227
Materials and supplies	390,621		249,721		—			249,721		(72,174)		7C	568,168
Prepaid expenses	171,820		39,858		—			39,858		(10,088)		7D	201,590
Total Current Assets	2,114,463		1,143,654		—			1,143,654		(67,792)			3,190,325
Property, Plant and Equipment, Net	1,893,404		882,891		—			882,891		190,496		7E	2,966,791
Goodwill	1,769,519		885,486					885,486		268,887		7F	2,923,892
Other Intangible Assets, Net	803,911		551,056		—			551,056		1,467,035		7G	2,822,002
Long-term Deferred Income Taxes	27,531		23,725		—			23,725		(12,821)		7H	38,435
Right of Use Asset-Operating Leases	313,650		—		46,758		3A	46,758		—			360,408
Other Assets	232,186		37,816		(31,977)		3A,3C	5,839		—			238,025
Total Assets	$	7,154,664	$	3,524,628	$	14,781		$	3,539,409	$	1,845,805		$	12,539,878
Liabilities and Equity
Current Liabilities
Payable to suppliers	$	730,563	$	565,138	$	—		$	565,138	$	(2,832)	7I	$	1,292,869
Accrued expenses and other	402,758		275,529		15,561		3A, 3C, 3D	291,090		(20,724)		7J	673,124
Notes payable and current portion of long-term debt	485,479		13,361		(11,717)		3A	1,644		1,195,356		7K	1,682,479
Accrued taxes	7,333		15,637		—			15,637		—			22,970
Total Current Liabilities	1,626,133		869,665		3,844			873,509		1,171,800			3,671,442
Long-term Debt	2,541,929		2,065,004		(8,364)		3A,3E	2,056,640		625,675		7L	5,224,244
Noncurrent Operating Lease Liabilities	267,493		—		33,519		3A	33,519		—			301,012
Pension and Other Postretirement Benefits	140,011		53,809		826		3C	54,635		—			194,646
Deferred Income Taxes	91,999		215,876		16		3A, 3C, 3D	215,892		388,537		7M	696,428
Other Liabilities	45,232		19,300		(2,388)		3D	16,912		(2,275)		7N	59,869
Commitments and Contingencies
Shareholders’ Equity



Common shares, no par value	7,175		—		—			—		—			7,175


Capital in excess of stated value	167,114		316,230		—			316,230		(316,230)		7O	167,114
Accumulated other comprehensive loss	(418,317)		1,628		(16,133)		3C	(14,505)		14,505		7D, 7P	(418,317)
Retained earnings	2,678,673		(37,274)		3,461		3A, 3C-3E	(33,813)		(15,817)		7Q	2,629,043
Total Shareholders’ Equity	2,434,645		280,584		(12,672)			267,912		(317,542)			2,385,015
Noncontrolling Interests	7,222		20,390		—			20,390		(20,390)		7R	7,222
Total Equity	2,441,867		300,974		(12,672)			288,302		(337,932)			2,392,237
Total Liabilities and Equity	$	7,154,664	$	3,524,628	$	14,781		$	3,539,409	$	1,845,805		$	12,539,878

Sonoco Products Company

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(Unaudited)


(Dollars and shares in thousands except per share data) Six months ended June 30, 2024	Sonoco		Eviosys (as Reclassified) (see Note 4)		IFRS to U.S. GAAP Adjustments		Note	Eviosys(U.S. GAAP)		Transaction Accounting Adjustments		Note	Pro Forma Condensed Combined
Net sales	$	3,261,022	$	1,139,921	$	—		$	1,139,921	$	(7,917)	8A	$	4,393,026
Cost of sales	2,566,115		953,061		1,507		3A-3D	954,568		(12,234)		8A-8C, 8E	3,508,449
Gross profit	694,907		186,860		(1,507)			185,353		4,317			884,577
Selling, general and administrative expenses	395,692		145,891		(1,926)		3A-3D	143,965		30,604		8C, 8D, 8F-8G	570,261
Restructuring/Asset impairment charges	50,868		6,509		—			6,509		—			57,377
Gain on divestiture of business and other assets	4,478		—		—			—		—			4,478
Operating profit	252,825		34,460		419			34,879		(26,287)			261,417
Other income, net	5,867		—		—			—		—			5,867
Non-operating pension costs	7,465		833		(9)		3C	824		—			8,289
Interest expense	60,860		63,671		11,975		3A, 3E	75,646		15,389		8H	151,895
Interest income	7,113		1,595		—			1,595		—			8,708
Income/(Loss) before income taxes	197,480		(28,449)		(11,547)			(39,996)		(41,676)			115,808
Provision for/(Benefit from) income taxes	44,667		4,687		(2,954)		3A-3E	1,733		(16,327)		8I	30,073
Income/(Loss) before equity in earnings of affiliates	152,813		(33,136)		(8,593)			(41,729)		(25,349)			85,735
Equity in earnings of affiliates, net of tax	3,411		—		—			—		—			3,411
Net income/(loss)	156,224		(33,136)		(8,593)			(41,729)		(25,349)			89,146
Net (income) attributable to noncontrolling interests	(236)		(451)		—			(451)		—			(687)
Net income/(loss) attributable to Sonoco	$	155,988	$	(33,587)	$	(8,593)		$	(42,180)	$	(25,349)		$	88,459
Weighted average common shares outstanding:
Basic	98,583									—			98,583
Assuming exercise of awards	616									—			616
Diluted	99,199									—			99,199
Per common share
Net income attributable to Sonoco:
Basic	$	1.58											$	0.90
Diluted	$	1.57											$	0.89

Sonoco Products Company

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(Unaudited)


(Dollars and shares in thousands except per share data) Year ended December 31, 2023	Sonoco		Eviosys (as Reclassified) (see Note 4)		IFRS to U.S. GAAP Adjustments		Note	Eviosys(U.S. GAAP)		Transaction Accounting Adjustments		Note	Pro Forma Condensed Combined
Net sales	$	6,781,292	$	2,602,880	$	—		$	2,602,880	$	(12,171)	8A	$	9,372,001
Cost of sales	5,345,638		2,156,050		2,215		3A-3D	2,158,265		(15,653)		8A-8C, 8E	7,488,250
Gross profit	1,435,654		446,830		(2,215)			444,615		3,482			1,883,751
Selling, general and administrative expenses	741,860		217,882		(1,867)		3A-3D	216,015		105,433		8C,8D, 8F-8G	1,063,308
Restructuring/Asset impairment charges	56,933		11,903		—			11,903		—			68,836
Gain on divestiture of business and other assets	78,929		—		—			—		—			78,929
Operating profit	715,790		217,045		(348)			216,697		(101,951)			830,536
Other income, net	39,657		—		—			—		—			39,657
Non-operating pension costs	14,312		2,021		(253)		3C	1,768		—			16,080
Interest expense	136,686		142,951		(1,454)		3A	141,497		117,788		8H	395,971
Interest income	10,383		1,841		—			1,841		—			12,224
Income before income taxes	614,832		73,914		1,359			75,273		(219,739)			470,366
Provision for income taxes	149,278		36,330		361		3A-3E	36,691		(73,882)		8I	112,087
Income before equity in earnings of affiliates	465,554		37,584		998			38,582		(145,857)			358,279
Equity in earnings of affiliates, net of tax	10,347		—		—			—		—			10,347
Net income	475,901		37,584		998			38,582		(145,857)			368,626
Net (income)/loss attributable to noncontrolling interests	(942)		158		—			158		—			(784)
Net income attributable to Sonoco	$	474,959	$	37,742	$	998		$	38,740	$	(145,857)		$	367,842
Weighted average common shares outstanding:
Basic	98,294									—			98,294
Assuming exercise of awards	596									—			596
Diluted	98,890									—			98,890
Per common share
Net income attributable to Sonoco:
Basic	$	4.83											$	3.74
Diluted	$	4.80											$	3.72

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

Note 1. Description of Acquisition

On June 22, 2024, the Company, the Seller and Eviosys, entered into a Put Option Agreement (the “Put Option Agreement”) pursuant to which the Company made a binding offer to acquire, on the terms and conditions set forth in the Purchase Agreement, all of the issued and outstanding equity interests in Eviosys for €3,615,000 (approximately $3,900,000 based on the foreign exchange rate as of June 30, 2024), on a cash-free and debt-free basis and subject to customary adjustments. Pursuant to the Put Option Agreement, on August 22, 2024, following the completion of a consultation process with the European Works Council of Eviosys and its subsidiaries, the Seller delivered an exercise notice to the Company accepting its offer and delivered to the Company a copy of the Purchase Agreement, executed by Eviosys and the Seller. Eviosys is a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging in 44 manufacturing facilities located in 17 countries across Europe, the Middle East, and Africa. The Eviosys Acquisition is expected to close in the fourth quarter of 2024 or the first quarter of 2025, subject to the expiration, termination or receipt of the waiting period or clearances, as applicable, under certain specified antitrust laws and other customary closing conditions.

Eviosys has signed a definitive agreement to exit its operations in Russia. This arrangement is subject to certain regulatory approvals, making the timing of the exit unknown. The financial statements of Eviosys include the results of Russia operations, which are considered immaterial to Sonoco’s ongoing operations following the Eviosys Acquisition.

Note 2. Description of Financing

On June 22, 2024, in conjunction with its entry into the Purchase Agreement, to secure funding of the Eviosys Acquisition, Sonoco obtained a commitment from JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. for a 364-day senior unsecured bridge term loan facility in an amount up to $4,000,000 (the “Bridge Loan Facility”), subject to customary conditions. On July 12, 2024, in order to finance a portion of the cash consideration for the Eviosys Acquisition, Sonoco also entered into a credit agreement with certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, for a $700,000 unsecured term loan facility (the “First Acquisition Term Loan Facility”) that will mature on the second anniversary of the funding date, which is expected to take place substantially concurrently with the closing of the Eviosys Acquisition. In addition, on September 13, 2024, Sonoco announced that, in order to finance a portion of the cash consideration for the Eviosys Acquisition, it had obtained commitments from certain lenders for an approximately $1,200,000 senior unsecured term loan facility (the “Second Acquisition Term Loan Facility” and, together with the First Acquisition Term Loan Facility, the “Acquisition Term Loan Facilities”). The Second Acquisition Term Loan Facility is expected to mature 364 days following the funding date, which is expected to take place substantially concurrently with the closing of the Eviosys Acquisition. The Company expects to enter into a definitive agreement with respect to the Second Acquisition Term Loan Facility on or around September 16, 2024. After the execution of a definitive agreement with respect to the Second Acquisition Term Loan Facility, the aggregate amount of the commitments under the Acquisition Term Loan Facilities will replace a corresponding amount of the commitments in respect of the Bridge Loan Facility, in accordance with its terms. The commitments in respect of the Bridge Loan Facility will be further reduced by the aggregate principal amount of any senior unsecured notes issued and sold by the Company. The Company does not expect to incur any indebtedness under the Bridge Loan Facility in connection with the closing of the Eviosys Acquisition.

The Company intends to fund the cash consideration payable by the Company in connection with the Eviosys Acquisition, including related fees and expenses, with the net proceeds from the issuance of senior unsecured notes, borrowings under the Acquisition Term Loan Facilities and cash on hand or additional borrowings under its Revolving Credit Facility. For purposes of the accompanying unaudited pro forma condensed combined financial information, as of the date of this Current Report, the Company has assumed the incurrence of an aggregate of $3,900,000 principal amount of senior indebtedness, with net proceeds to the Company of $3,879,200, at an aggregated weighted average interest rate of 6.19%, which is current as of the date the pro forma financial information is issued, and with a weighted average maturity of 3.6 years.

As part of its financing strategy the Company may enter into interest rate swaps, treasury locks, forward starting swaps, foreign currency swaps or other forms of derivative instruments to mitigate interest rate or foreign currency risk. The potential impact of such derivative instruments is not reflected in the pro forma adjustments included herein.

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

Note 3. Basis of Pro Forma Presentation

The accompanying unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations,” with Sonoco being the acquirer, and are based on the audited annual and unaudited interim historical consolidated financial information of Sonoco and Eviosys. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. The pro forma adjustments have been prepared as if the Eviosys Acquisition and the related financing transactions had been consummated on June 30, 2024, in the case of the unaudited pro forma condensed combined balance sheet, and as if the Eviosys Acquisition and the related financing transactions had been consummated on January 1, 2023, the beginning of the earliest period presented, in the unaudited pro forma condensed combined statements of income.

Sonoco’s historical financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and presented in U.S. dollars (“USD”). Eviosys’s historical financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and presented in Euros. As discussed in Note 4. Eviosys Historical Financial Statement Reclassification Adjustments, the historical Eviosys financial statements were translated to USD and certain reclassifications were made to align the presentation of Eviosys’s financial statements with the presentation of Sonoco’s financial statements. The consolidated statements of income of Eviosys were translated using the average exchange rate for the six months ended June 30, 2024 of 1.08126 USD per Euro and the average exchange rate for the twelve months ended December 31, 2023 of 1.08102 USD per Euro. The consolidated balance sheet of Eviosys as of June 30, 2024 was translated using the spot rate on June 30, 2024 of 1.07146 USD per Euro.

The consolidated statement of income of Eviosys for the six months ended June 30, 2024, and the consolidated balance sheet of Eviosys as of June 30, 2024, include certain costs triggered by the Eviosys Acquisition. These one-time costs include €32 million of bonus costs and €7 million of Management Equity Plan costs, which are presented in “Selling, general and administrative expenses” in the unaudited pro forma condensed combined statement of income and “Accrued expenses and other” in the unaudited pro forma condensed combined balance sheet, respectively.

IFRS to U.S. GAAP

IFRS differs in certain respects from U.S. GAAP. The following adjustments have been made to align Eviosys’s historical accounting policies under IFRS to Sonoco’s accounting policies under U.S. GAAP for the purposes of this pro forma presentation.

(A) Leases

Under IFRS, Eviosys recognized right-of-use assets and lease liabilities for all leases as finance leases. An adjustment of $46,758 was recorded to reflect right-of-use assets relating to operating leases under U.S. GAAP and in accordance with Sonoco policies and borrowing rates, which included a $32,000 reclassification from “Other Assets” to “Right of Use Asset-Operating Leases” in the unaudited condensed combined balance sheet as of June 30, 2024. A similar adjustment of $12,272 was recorded in order to reflect the short-term operating lease liability within “Accrued expenses and other,” which included a reclassification of $11,717 from “Notes payable and current portion of long-term debt.” Additionally, an adjustment of $33,519 was recorded in order to reflect the noncurrent operating lease liability, which included a reclassification of $21,142 from “Long-term Debt” in the condensed combined balance sheet as of June 30, 2024. The adjustment resulted in an increase in the “Deferred income taxes” liability of $412 in the condensed combined balance sheet as of June 30, 2024. None of the acquired leases were classified as finance leases under U.S. GAAP.

Eviosys recorded depreciation on the right-of-use assets and interest expense on the lease liabilities. Under U.S. GAAP, a straight-line operating expense based upon the average of the gross contractual payments is recorded for operating leases. The difference in the treatment resulted in a reduction of $803 to “Interest expense,” an increase of $1,967 to “Cost of sales,” an increase of $65 to “Selling, general and administrative expenses,” and a $298 decrease in “Provision for income taxes” in the unaudited condensed combined statement of income for the six-month period ended June 30, 2024. Additionally, this IFRS to U.S. GAAP difference resulted in a reduction of $1,454 to “Interest expense,” an increase of $1,961 to “Cost of sales,” an increase of $571 to “Selling, general and administrative expenses,” and a decrease of $261 in “Provision for income taxes” in the unaudited condensed combined income statement for the year ended December 31, 2023. Expenses recorded to the “Selling, general and

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

administrative expenses” line item relate to leases for administrative related activities, whereas lease expenses recorded to the “Cost of sales” line item are related to plant activities.

(B) Turkey Hyperinflation

Eviosys’s reclassified unaudited condensed combined statement of income was converted to USD by translating at month-to-date exchange rates and adjusting for the hyperinflationary impact of the Turkish lira from Eviosys's operations in Turkey. The adjustment removes the hyperinflationary impact based on a hyperinflationary index in accordance with IFRS and treats USD as the functional currency in accordance with U.S. GAAP requirements for hyperinflation.

For the six-month period ended June 30, 2024, the adjustment resulted in reductions to “Cost of sales” and “Selling, general and administrative expenses” of $919 and $2,144, respectively, and an increase in “Provision for income taxes” of $765.

For the year ended December 31, 2023, the adjustment resulted in reductions to “Cost of sales” and “Selling, general and administrative expenses” of $1,261 and $2,943, respectively, and an increase in “Provision for income taxes” of $1,050.

Changes associated with assumed discount rates on plan obligations and expected returns on plan assets under U.S. GAAP as compared to IFRS resulted in a $23 increase to “Other Assets,” a $2,655 increase to “Accrued expenses and other,” an $826 increase to “Pension and Other Postretirement Benefits,” and the elimination of the pre-acquisition “Accumulated other comprehensive loss” balance of $16,133 in the unaudited pro forma condensed combined balance sheet as of June 30, 2024. The adjustment resulted in a decrease in the “Deferred income taxes” liability of $803 in the condensed combined balance sheet as of June 30, 2024.

Additionally, these changes in assumptions resulted in net decreases of $9 and $253 in “Non-operating pension costs” in the unaudited pro forma condensed combined statements of income for the six-month period ended June 30, 2024 and the year ended December 31, 2023, respectively, and aggregate increases of $227 and $1,164 to “Cost of sales” and “Selling, general and administrative expenses” combined in the unaudited pro forma condensed combined statements of income for the six-month period ended June 30, 2024 and the year ended December 31, 2023, respectively. The adjustments resulted in decreases of $53 and $221 in “Provision for income taxes” in the unaudited pro forma condensed combined statements of income for the six-month period ended June 30, 2024 and the year ended December 31, 2023, respectively.

(D) Long Service Employee Benefit Awards

Changes associated with assumed discount rates on award obligations and gain/(loss) recognition assumptions under U.S. GAAP as compared to IFRS resulted in a $634 increase to “Accrued expenses and other” and a $2,388 decrease to “Other Liabilities” in the unaudited pro forma condensed combined balance sheet as of June 30, 2024. The adjustment resulted in an increase in the “Deferred income taxes” liability of $407 in the condensed combined balance sheet as of June 30, 2024. Additionally, changes associated with discount rate assumptions resulted in an aggregate increase of $385 and $856 to “Cost of sales” and “Selling, general and administrative expenses” combined in the unaudited pro forma condensed combined statements of income for the six-month period ended June 30, 2024 and the year ended December 31, 2023, respectively. The adjustments resulted in decreases of $93 and $207 in “Provision for income taxes” in the unaudited pro forma condensed combined statements of income for the six-month period ended June 30, 2024 and the year ended December 31, 2023, respectively.

(E) Debt Renegotiation

Eviosys recognized a gain under IFRS related to a debt modification catch-up adjustment on a repriced term loan facility as of June 30, 2024. U.S. GAAP does not allow for a debt repricing as part of a debt modification to be recognized in the income statement. Therefore, an adjustment was made to remove the $12,778 offset to “Interest expense” in the unaudited pro forma condensed combined statement of income for the six-month period ended June 30, 2024 with a corresponding increase to “Long-term Debt.” The adjustment resulted in a decrease of $3,275 in “Provision for income taxes” in the unaudited pro forma condensed combined statement of income for the six-month period ended June 30, 2024.

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

Further detailed review of Eviosys’s historical accounting policies under IFRS may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact in the financial statements of the combined company. However, at this time, Sonoco is not aware of any additional accounting policy differences between IFRS and U.S. GAAP that would have a material impact in the unaudited condensed combined pro forma information that are not reflected in the pro forma financial information.

Note 4. Eviosys Historical Financial Statement Reclassification Adjustments

Certain reclassifications were made to align the presentation of the Eviosys historical financial statements with the presentation of Sonoco’s historical financial statements. The tables below summarize such reclassifications made to the Eviosys historical balance sheet and statements of income based on information available to date:

Eviosys’s Unaudited Reclassified Condensed Combined Balance Sheet as of June 30, 2024:


Presentation in Eviosys’s Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Balance Sheet	Eviosys before Reclassifications (EUR)		Reclassified Amounts (EUR)			Eviosys as Reclassified (EUR)		Eviosys as Reclassified (USD)
Cash & cash equivalents	Cash and cash equivalents	€	196,382	€	—		€	196,382	$	210,415
Trade receivables	Trade accounts receivable, net	200,098		—			200,098		214,397
Contract receivables	Other receivables	60,664		—			60,664		64,998
Other receivables	Other receivables	41,557		—			41,557		44,527
Current tax receivables	Other receivables	10,047		—			10,047		10,765
Inventory	Finished and in process	521,433		(233,067)		(a)	288,366		308,973
	Materials and supplies			233,067		(a)	233,067		249,721
Current financial assets	Prepaid expenses	13,790		(1,103)		(b)	12,687		13,594
	Other Assets			1,103		(b)	1,103		1,181
Other current assets	Prepaid expenses	24,512		—			24,512		26,264
Property, plant and equipment	Property, Plant and Equipment, Net	824,009		—			824,009		882,891
Right-of-use assets	Other Assets	29,866		—			29,866		32,000
Intangible assets	Other Intangible Assets, Net	1,340,736		(826,431)		(c)	514,305		551,056
	Goodwill			826,431		(c)	826,431		885,486
Deferred tax asset	Deferred Income Taxes	22,143		—			22,143		23,725
Other non-current assets	Other Assets	4,326		—			4,326		4,635
Short-term debt	Notes payable and current portion of long-term debt	1,534		—			1,534		1,644
Trade payable	Payable to suppliers	527,448		—			527,448		565,138
Current lease liabilities	Notes payable and current portion of long-term debt	10,936		—			10,936		11,717
Income taxes payable	Accrued taxes	14,594		—			14,594		15,637
Current financial liabilities	Accrued expenses and other	3,957		—			3,957		4,240
Other current liabilities	Accrued expenses and other	253,196		—			253,196		271,289
Long-term debt	Long-term Debt	1,907,553		—			1,907,553		2,043,862
Non-current lease liabilities	Long-term Debt	19,732		—			19,732		21,142
Employee benefits	Pension and Other Postretirement Benefits	59,955		(9,735)		(d)	50,220		53,809
	Other Liabilities			9,735		(d)	9,735		10,431
Deferred tax liability	Deferred Income Taxes	201,479		—			201,479		215,876
Other non-current provisions	Other Liabilities	3,167		—			3,167		3,393
Non-current financial liabilities	Other Liabilities	2,124		—			2,124		2,276
Other non-current liabilities	Other Liabilities	2,987		—			2,987		3,200
Non-controlling interest	Noncontrolling Interests	19,030		—			19,030		20,390
Reserves	Retained earnings	261,871		(296,659)		(e)	(34,788)		(37,274)
	Capital in excess of stated value			295,140		(e)	295,140		316,230
	Accumulated other comprehensive loss			1,519		(e)	1,519		1,628

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

(a) Inventories that were presented on a combined basis in Eviosys’s historical financial statements have been separately presented as “Finished and in process” and “Materials and supplies” in order to conform with Sonoco’s presentation.

(b) “Current financial assets” in the Eviosys historical balance sheet includes €1,103 of items that were reclassified to “Other Assets” in order to conform with Sonoco’s presentation.

(c) “Intangible assets” that were presented on a combined basis in Eviosys’s historical financial statements have been separately presented as “Goodwill” and “Other Intangible Assets, Net” in order to conform with Sonoco’s presentation.

(d) The non-current liability “Employee benefits” in the Eviosys historical balance sheet includes long service award obligations of €9,735 that are presented as “Other Liabilities” in order to conform with Sonoco’s presentation.

(e) “Reserves” in the Eviosys historical balance sheet have been broken out and separately presented in “Capital in excess of stated value,” “Accumulated other comprehensive loss,” and “Retained earnings” in order to conform with Sonoco’s presentation.

Eviosys’s Unaudited Reclassified Condensed Combined Statement of Income for the six months ended June 30, 2024:


Presentation in Eviosys’s Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Statement of Income	Eviosys before Reclassifications (EUR)		Reclassified Amounts (EUR)			Eviosys as Reclassified (EUR)		Eviosys as Reclassified (USD)
Revenue	Net sales	€	1,054,254	€	—		€	1,054,254	$	1,139,921
Cost of product sold	Cost of sales	879,345		—			879,345		950,798
Selling, general and administration expenses	Selling, general and administrative expenses	93,105		—			93,105		100,667
Other expenses, net	Restructuring/Asset impairment charges	6,533		(513)		(a)	6,020		6,509
	Selling, general and administrative expenses			513		(a)	513		555
Amortization of Intangible assets	Selling, general and administrative expenses	26,528		—			26,528		28,684
Finance expense	Interest expense	70,737		(11,851)		(b)(c)(d)	58,886		63,671
	Interest income			(1,475)		(b)	(1,475)		(1,595)
	Selling, general and administrative expenses			12,556		(c)	12,556		13,576
	Non-operating pension costs			770		(d)	770		833
Foreign exchange loss	Cost of sales	1,137		—			1,137		1,229
IAS 29 Net monetary loss	Selling, general and administrative expenses	3,183		(955)		(e)	2,228		2,409
	Cost of sales			955		(e)	955		1,034
Income tax	Provision for income taxes	4,335		—			4,335		4,687
Profit attributable to non-controlling interest	Net (income)/loss attributable to noncontrolling interests	417		—			417		451

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

Eviosys’s Unaudited Reclassified Condensed Combined Statement of Income for the year ended December 31, 2023:


Presentation in Eviosys’s Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Statement of Income	Eviosys before Reclassifications (EUR)		Reclassified Amounts (EUR)			Eviosys as Reclassified (EUR)		Eviosys as Reclassified (USD)
Revenue	Net sales	€	2,407,810	€	—		€	2,407,810	$	2,602,880
Cost of product sold	Cost of sales	1,991,107		—			1,991,107		2,152,418
Selling, general and administration expenses	Selling, general and administrative expenses	112,091		—			112,091		121,173
Other expense, net	Restructuring/Asset impairment charges	13,827		(2,816)		(a)	11,011		11,903
	Selling, general and administrative expenses			2,816		(a)	2,816		3,044
Amortization of Intangible assets	Selling, general and administrative expenses	52,736		—			52,736		57,008
Finance expense	Interest expense	160,657		(28,419)		(b)(c)(d)	132,238		142,951
	Interest income			(1,703)		(b)	(1,703)		(1,841)
	Selling, general and administrative expenses			28,252		(c)	28,252		30,541
	Non-operating pension costs			1,870		(d)	1,870		2,021
Foreign exchange loss	Cost of sales	935		—			935		1,011
IAS 29 Net monetary loss	Selling, general and administrative expenses	8,083		(2,425)		(e)	5,658		6,116
	Cost of sales			2,425		(e)	2,425		2,621
Income tax	Provision for income taxes	33,607		—			33,607		36,330
Profit attributable to non-controlling interest	Net (income)/loss attributable to noncontrolling interests	(146)		—			(146)		(158)

(a) “Other expense, net” in the historical financial statements of Eviosys consists primarily of restructuring charges as well as bad debt expense and other miscellaneous expenses. In order to conform with Sonoco’s presentation, the restructuring charges are reflected under “Restructuring/Asset impairment charges” and €513 and €2,816 of bad debt expense and other miscellaneous expenses combined were reclassified to “Selling, general and administrative expenses” for the six-month period ended June 30, 2024 and for the year ended December 31, 2023, respectively.

(b) The historical financial statements of Eviosys include interest income within the line item “Finance expense.” Therefore, in order to conform with Sonoco’s presentation, interest income of €1,475 and €1,703 for the six-month period ended June 30, 2024 and for the year ended December 31, 2023, respectively, were reclassified to “Interest income.”

(c) The historical financial statements of Eviosys include factoring and securitization expense within the line item “Finance expense.” Therefore, in order to conform with Sonoco’s presentation, factoring and securitization expense of €12,556 and €28,252 for the six-month period ended June 30, 2024 and for the year ended December 31, 2023, respectively, were reclassified to “Selling, general and administrative expenses.”

(d) The historical financial statements of Eviosys include non-operating pension costs within the line item “Finance expense.” Therefore, in order to conform with Sonoco’s presentation, non-operating pension costs of €770 and €1,870 for the six-month period ended June 30, 2024 and for the year ended December 31, 2023, respectively, were reclassified to “Non-operating pension costs.”

(e) The reclassified income statement of Eviosys was converted to USD by translating at month-to-date exchange rates and adjusting for the hyperinflationary impact of the Turkish lira. The hyperinflationary impact was reflected in the line item “IAS 29 Net monetary loss” in the historical financial statements of Eviosys. In order to conform with Sonoco’s presentation, the hyperinflationary impact was bifurcated between “Selling, general and administrative expenses” and “Cost of sales” with €955 and €2,425 reclassified to “Cost of sales” for the six-month period ended June 30, 2024 and for the year ended December 31, 2023, respectively.

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

Note 5. Consideration Transferred

The following table summarizes the assumed consideration transferred to consummate the Eviosys Acquisition:


Cash Consideration to Eviosys Sellers	$	1,624,067
Cash Repayment of Eviosys Debt, Other Expenses and Estimated Working Capital Adjustment	2,249,132

Total Purchase Consideration	$	3,873,199

Less: Estimated Cash Acquired	210,415
Total Purchase Consideration, net of Cash Acquired	$	3,662,784

Note 6. Fair Value Estimate of Assets Acquired and Liabilities Assumed

The table below represents an preliminary allocation of the estimated purchase consideration to Eviosys’s tangible and intangible assets acquired and liabilities assumed based on management’s preliminary estimate of their respective fair values as if the Eviosys Acquisition had been consummated on June 30, 2024. The Company has not completed its evaluation of the fair value of assets acquired and liabilities assumed and, accordingly, the adjustments to record the fair value of assets acquired and liabilities assumed at the acquisition date reflect the best estimates of the Company based on the information currently available and are subject to change following the completion of the Eviosys Acquisition and once additional analyses and ongoing valuation work are completed. The changes may be material.


Total Purchase Consideration	$	3,873,199
Cash and cash equivalents	$	210,415
Trade accounts receivable	214,354
Other receivables	120,290
Inventories
Finished and in process	326,275
Materials and supplies	177,547
Prepaid expenses	29,770
Property, plant and equipment	1,073,387
Right of use asset - operating leases	46,758
Other intangible assets	2,018,091
Deferred taxes	10,905
Other assets	5,838
Total Assets Acquired	$	4,233,630

Payable to suppliers	$	565,095
Accrued expenses and other	226,851

Accrued taxes	15,637


Noncurrent operating lease liabilities	33,519
Pension and other postretirement benefits	54,635
Deferred income taxes	604,429
Other liabilities	14,638
Total Liabilities Assumed	$	1,514,804
Net Assets Acquired, excluding Goodwill	$	2,718,826
Goodwill	1,154,373
Total Estimated Fair Value of Net Assets Acquired	$	3,873,199

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

Note 7. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

Explanations of the adjustments to the unaudited pro forma condensed combined balance sheet as of June 30, 2024 are as follows:

(A) Cash and cash equivalents

An adjustment to incorporate the estimated effects of the following inflows and outflows as a result of the Eviosys Acquisition and the related financing transactions. The following table presents the components of the transaction adjustments relating to cash and cash equivalents:


Net proceeds received from financing	$	3,879,200
Cash consideration to Eviosys sellers	(1,624,067)
Cash repayment of Eviosys debt, including accrued interest	(2,197,903)
Payment of seller fees and other expenses	(51,229)
Cash used for operations	(6,001)
Total	$	—

(B) Trade accounts receivable, net of allowances

Trade receivables, net of allowances as of June 30, 2024, were reduced by $2,832 to eliminate trade receivables related to transactions between Sonoco and Eviosys.

“Finished and in process” inventories were increased by $17,302 to reflect a purchase accounting fair value adjustment. The adjustment was determined based on the estimated selling prices of the inventory, less the estimated remaining manufacturing and selling costs, and normal profit margins on those manufacturing and selling efforts.

The pro forma condensed combined income statement for the year ended December 31, 2023 was adjusted to increase “Cost of sales” by $17,302 to reflect the fair value adjustment to acquired inventory as the acquired inventory is expected to be sold within one year of the acquisition date. See Note 8B for additional information.

Under Sonoco’s inventory capitalization policy, all spare parts with an extended unit value of less than five hundred dollars are expensed whereas Eviosys capitalized all spare parts regardless of the unit value. Also under Sonoco’s inventory capitalization policy certain packaging materials are expensed whereas Eviosys records these materials in inventory. Adjustments for these policy differences totaling $72,174 were included in “Materials and supplies” in Eviosys’s unaudited reclassified condensed combined balance sheet as of June 30, 2024. Accordingly, an adjustment was made to reduce both “Materials and supplies” and “Retained earnings” by $72,174, in order to align Eviosys’s presentation with Sonoco’s policy.

(D) Prepaid expenses

Prepaid expenses were reduced by $10,088 to eliminate Eviosys’s fair value position of interest rate swaps as of June 30, 2024. This adjustment was the result of the anticipated repayment of Eviosys’s debt and termination of the related interest rate swaps.

(E) Property, Plant and Equipment, net

Represents the preliminary fair value and resulting pro forma accounting adjustment to “Property, Plant and Equipment, Net.” The preliminary amounts assigned to these assets and estimated weighted average useful lives are as follows:

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)


	Fair Value		Weighted Average Useful Lives (Years)
Land	$	182,791	N/A
Land improvements	3,322		6.0
Buildings and improvements	379,939		16.0
Machinery and equipment	397,618		8.8
Construction in progress	109,717		N/A
Total	1,073,387
Less: Historical Eviosys value (as reclassified)	(882,891)
Pro forma adjustment	$	190,496

Sonoco expenses all start-up costs related to placing assets into service whereas Eviosys capitalizes certain start-up costs. Start-up costs of $1,179 were included in “Property, plant and equipment, net” in Eviosys's Unaudited Reclassified Condensed Combined Balance Sheet as of June 30, 2024. Accordingly, a pro forma adjustment was made to reduce both “Property, Plant and Equipment, Net” and “Retained earnings” by $1,179 in order to align Eviosys’s presentation with Sonoco’s policy.

(F) Goodwill

Represents the purchase accounting and related deferred income tax adjustments to goodwill, which is the excess of the preliminary consideration over the preliminary fair value of the assets acquired and liabilities assumed. Goodwill will be tested for impairment annually and whenever events or circumstances have occurred that may indicate a possible impairment. None of the goodwill associated with the Eviosys Acquisition is expected to be deductible for income tax purposes.

(G) Other Intangible Assets, Net

Represents the preliminary fair value and resulting purchase accounting adjustment to intangible assets (other than goodwill). The preliminary amounts assigned to intangible assets and estimated weighted average useful lives are as follows:


	Fair Value		Weighted Average Useful Lives (Years)
Customer lists	$	1,741,119	20.0
Trade names	143,040		6.2
Process know-how	128,575		11.5
Patents	5,357		4.7
Total	2,018,091
Less: Historical Eviosys value (as reclassified)	(551,056)
Pro forma adjustment	$	1,467,035

(H) Long-term Deferred Income Tax Asset

Represents the estimated net long-term deferred income tax asset adjustments related to the preliminary fair value of assets acquired and liabilities assumed. Differences between these preliminary estimates and the final acquisition accounting are likely to occur and may be materially different from these estimates.

(I) Payable to suppliers

“Payable to suppliers” as of June 30, 2024 was reduced by $2,832 to eliminate trade payables related to transactions between Sonoco and Eviosys.

(J) Accrued expenses and other

The pro forma adjustments to “Accrued expenses and other” include the following:

•an estimated $38,514 of additional acquisition-related transaction costs expected to be incurred by Sonoco subsequent to June 30, 2024;

•a $5,000 adjustment for estimated retention bonuses for certain Eviosys employees subsequent to the Eviosys Acquisition;

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

•a $(42,834) adjustment to decrease accrued bonuses and liabilities under the Eviosys management equity plan triggered by the anticipated change of control resulting from the probable acquisition of Eviosys by Sonoco, which Eviosys included on its balance sheet as of June 30, 2024; and

•a $(21,406) adjustment for the anticipated repayment of Eviosys’s debt and related accrued interest payable.

(K) Notes payable and current portion of long-term debt

Represents adjustments to “Notes payable and current portion of long-term debt” due to the following inflows and outflows resulting from the Eviosys Acquisition:


Short-term portion of net proceeds received from financing	$	1,197,000
Elimination of historical Eviosys current portion of long-term debt	(1,644)
Pro forma adjustment	$	1,195,356

(L) Long-term Debt

Represents adjustments to “Long-term Debt” due to the following inflows and outflows resulting from the Eviosys Acquisition:


Long-term portion of net proceeds received from financing	$	2,682,200
Elimination of remaining historical Eviosys long-term debt	(2,056,525)
Pro forma adjustment	$	625,675

(M) Long-term Deferred Income Tax Liability

Represents the estimated net long-term deferred income tax liability adjustments related to the preliminary fair value of assets acquired and liabilities assumed. Differences between these preliminary estimates and the final acquisition accounting are likely to occur and may be materially different from these estimates.

(N) Other Liabilities

“Other Liabilities” were reduced by $2,275 to eliminate Eviosys’s fair value position of interest rate swaps as of June 30, 2024.

(O) Capital in excess of stated value

The pro forma adjustment to “Capital in excess of stated value” reflects the elimination of Eviosys’s historical capital in excess of stated value from the unaudited pro forma condensed combined balance sheet as of June 30, 2024.

(P) Accumulated other comprehensive loss

“Accumulated other comprehensive loss” was increased by $7,813 to eliminate Eviosys’s fair value position of interest rate swaps as of June 30, 2024. An offsetting $22,318 pro forma reduction was also included for the elimination of the portion of Eviosys’s historical accumulated other comprehensive loss associated with currency translation adjustments from the unaudited pro forma condensed combined balance sheet as of June 30, 2024.

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

(Q) Retained earnings

The following pro forma adjustments impacted retained earnings:


	Pro Forma Adjustment
Additional transaction costs incurred by Sonoco (see Note 8G)	$	(38,514)
Accrual of retention bonus payable to Eviosys employees (see Note 8F)	(5,000)
Elimination of remaining historical Eviosys retained earnings	33,797
Purchase accounting adjustments impacting retained earnings	(6,100)
Pro forma adjustment	$	(15,817)

(R) Noncontrolling Interests

Eviosys’s historical financial statements reflect noncontrolling interests related to joint ventures in Morocco and the Ivory Coast in which Eviosys is a majority shareholder. For purposes of the unaudited pro forma condensed combined financial information, it has been assumed that the remaining ownership interest in these joint ventures is acquired as part of the Eviosys Acquisition. Therefore, an adjustment has been made to eliminate the $20,390 balance in “Noncontrolling interests” in the unaudited pro forma condensed combined balance sheet as of June 30, 2024.

Note 8. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Income

Explanations of the adjustments to the unaudited pro forma condensed combined statement of income are as follows:

(A) Intercompany transactions – net sales and cost of sales

The adjustment to eliminate intercompany revenue and expense related to transactions between Sonoco and Eviosys included reductions of “Net sales” and “Cost of sales” of $7,917 and $7,475, respectively, for the six-month period ended June 30, 2024 and reductions of “Net sales” and “Cost of sales” of $12,171 and $11,843, respectively, for the year ended December 31, 2023.

(B) Inventory – cost of sales

The historical inventory for Eviosys as of June 30, 2024 has been adjusted to increase inventories by $17,302 to reflect the estimated fair value adjustment of finished goods and work in process inventory. The fair value was determined based on the estimated selling prices of the inventory, less the estimated remaining manufacturing and selling costs, and a normal profit margin on those manufacturing and selling efforts. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023 has been adjusted to increase “Cost of sales” by the same amount, as the inventory is expected to be sold within one year of the acquisition date.

Sonoco expenses all spare parts with a unit value of less than five hundred dollars whereas Eviosys capitalized all spare parts regardless of the unit value. Accordingly, “Cost of sales” was increased by $873 for the six-month period ended June 30, 2024 and $1,150 for the year ended December 31, 2023 in order to align Eviosys’s presentation with Sonoco’s spare parts capitalization policy.

See additional pro forma adjustments related to cost of sales in Notes 8A, 8C, and 8E.

A depreciation expense adjustment was determined related to the acquisition date fair value adjustments made to acquired tangible assets. The following table is a summary of information related to certain tangible assets to be acquired, including information used to calculate the pro forma change in depreciation expense that is adjusted to “Cost of sales” and “Selling, general and administrative expenses.”

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)


	Fair Value		Weighted Average Useful Lives ( Years)	Depreciation Expense For the Six Months Ended June 30, 2024		Depreciation Expense For the Year Ended December 31, 2023
Land Improvements	$	3,322	6.0	$	275	$	554
Buildings and Improvements	379,939		16.0	11,808		23,746
Machinery & Equipment	397,618		8.8	22,363		44,971
Total				$	34,446	$	69,271
Less: Historical Eviosys depreciation expense				(41,951)		(94,373)
Pro forma adjustment				$	(7,505)	$	(25,102)

Pro forma adjustment - cost of sales				$	(6,811)	$	(22,262)
Pro forma adjustment - selling, general and administrative expenses				(694)		(2,840)
Pro forma adjustment				$	(7,505)	$	(25,102)

See additional pro forma adjustments related to “Cost of sales” in Notes 8A-8B and 8E and to “Selling, general and administrative expenses” in Notes 8D and 8F-8G.

(D) Amortization expense – selling, general and administrative expenses

An amortization expense adjustment was determined related to the acquisition date fair value adjustments made to acquired intangible assets. The following table is a summary of information related to certain intangible assets acquired, including information used to calculate the pro forma change in amortization expense that is adjusted to “Selling, general and administrative expenses:”


	Fair Value		Weighted Average Useful Lives (Years)	Amortization Expense for the Six Months Ended June 30, 2024		Amortization Expense for the Year Ended December 31, 2023
Customer lists	$	1,741,119	20	$	43,290	$	87,056
Trade names	143,040		6.2	13,125		26,394
Patents	5,357		4.7	727		1,461
Process know-how	128,575		11.5	5,559		11,180
Total	$	2,018,091		62,701		126,091
Less: Historical Eviosys amortization expense				(28,683)		(57,007)
Pro forma adjustment				$	34,018	$	69,084

See additional pro forma adjustments related to “Selling, general and administrative expenses” in Notes 8C and 8F-8G.

(E) Start-up costs – cost of sales

Sonoco expenses all start-up costs related to placing assets into service whereas Eviosys capitalizes certain start-up costs. In order to align Eviosys’s presentation with Sonoco’s policy, an adjustment to increase “Cost of sales” of $1,179 was made for the six-month period ended June 30, 2024. No adjustment was required for the year ended December 31, 2023.

(F) Retention bonuses – selling, general and administrative expenses

Certain Eviosys employees are expected to be eligible to receive retention bonuses subsequent to the Eviosys Acquisition. Accordingly, a pro forma adjustment in the amount of $5,000 has been included as an increase to “Selling, general and administrative expenses” during the year ended December 31, 2023 to reflect such retention bonuses as having been earned during the pro forma period as if the Eviosys Acquisition had occurred on January 1, 2023.

(G) Transaction costs – selling, general and administrative expenses

The pro forma adjustments to “Selling, general and administrative expenses” for the year ended December 31, 2023 include $38,514 of estimated additional Eviosys Acquisition-related transaction costs expected to be

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

incurred subsequent to June 30, 2024. These costs will not affect the Company’s income statement beyond 12 months of the acquisition date.

The Seller is an affiliate of KPS Capital Partners, LLC (“KPS”). KPS or its affiliates provided certain corporate advisory services for which Eviosys was charged fees of $2,720 during the six-month period ended June 30, 2024 and $4,324 during the year ended December 31, 2023.

(H) Interest expense

The pro forma adjustments to “Interest expense” represent the estimated difference in interest expense associated with the expected net additional borrowings used to fund the Eviosys Acquisition as compared to the interest expense reported on Eviosys’s historical income statement for the six-month period ended June 30, 2024 and the year ended December 31, 2023.

The following table presents the pro forma “Interest expense” adjustments:


	For the Six Months Ended June 30, 2024		For the Year Ended December 31, 2023
Interest expense on net additional borrowings used to fund the Eviosys Acquisition	$	78,257	$	240,286
Amortization of bridge loan financing fees	—		19,000
Eliminate Eviosys historical interest expense	(62,868)		(141,498)
Pro forma adjustment	$	15,389	$	117,788

For purposes of preparing the unaudited pro forma condensed combined financial information, the weighted average interest rate assumed for the aggregate additional borrowings used to fund the Eviosys Acquisition was 6.19%. A change in the assumed variable interest rates of the Acquisition Term Loan Facilities of 0.125% would change pro forma interest expense by approximately $2,369 per year.

In June 2024, Sonoco paid $19,000 in financing fees related to the Bridge Loan Facility. These fees were recorded as “Prepaid expenses” on Sonoco’s historical unaudited condensed consolidated balance sheet as of June 30, 2024. For purposes of the unaudited pro forma condensed combined financial information, the full amount of these fees is reflected as “Interest expense” for the year ended December 31, 2023.

(I) Income tax expense

An adjustment to incorporate the estimated tax effect of the taxable pro forma adjustments related to the Eviosys Acquisition was calculated using tax rates in effect for the countries in which Eviosys operates. This resulted in a combined blended statutory income tax rate of 26.0% and 23.8% for the six-month period ended June 30, 2024 and the year ended December 31, 2023, respectively. The effective tax rate of the combined company could be significantly different as the legal entity structure and activities of the combined company are integrated.

Sonoco Products Company

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(currency amounts and shares in thousands, except per share data)

Note 9. Pro Forma Net Income per Share


Consolidated	For the Six Months Ended June 30, 2024		For the Year Ended December 31, 2023
Pro Forma Net Income Attributable to Sonoco	$	88,459	$	367,842

Weighted Average Shares:
Basic	98,583		98,294
Assuming exercise of awards	616		596
Diluted	99,199		98,890

Pro Forma Net Income Per Share - Basic	$	0.90	$	3.74
Pro Forma Net Income Per Share - Diluted	$	0.89	$	3.72

Pro Forma Net Income Per Share - Basic has been calculated based on the estimated weighted average number of shares of Sonoco’s common stock that would have been outstanding during the six-month period ended June 30, 2024 and the year ended December 31, 2023.

Pro Forma Net Income Per Share - Diluted is computed by dividing Pro Forma Net Income Attributable to Sonoco by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. For purposes of the pro forma condensed consolidated financial information, no new shares have been assumed to be issued in connection with the probable Eviosys Acquisition.

Exhibit 99.4

UNAUDITED SUPPLEMENTAL NON-GAAP PRO FORMA FINANCIAL INFORMATION

Background

As previously announced, on June 22, 2024, Sonoco Products Company (“Sonoco” or the “Company”), Titan Holdings Coöperatief U.A., a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijkheid), incorporated under the laws of the Netherlands (the “Seller”), and Titan Holdings I B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Eviosys”), entered into a Put Option Agreement (the “Put Option Agreement”) pursuant to which the Company made a binding offer to acquire, on the terms and conditions set forth in the Equity Purchase Agreement, dated as of June 22, 2024, by and among the Company, the Seller and Eviosys (the “Purchase Agreement”), all of the issued and outstanding equity interests in Eviosys for €3,615,000 (approximately $3,900,000 based on the exchange rate as of June 30, 2024), on a cash-free and debt-free basis and subject to customary adjustments (the “Eviosys Acquisition”). Pursuant to the Put Option Agreement, on August 22, 2024, following the completion of a consultation process with the European Works Council of Eviosys and its subsidiaries, the Seller delivered an exercise notice to the Company accepting its offer and delivered to the Company a copy of the Purchase Agreement, executed by Eviosys and the Seller.

Unaudited Supplemental Non-GAAP Pro Forma Financial Information

The Company is furnishing this Exhibit 99.4 to provide certain unaudited supplemental non-GAAP pro forma financial information with respect to the proposed Eviosys Acquisition. The Company has provided unaudited pro forma condensed combined financial information of Sonoco and Eviosys and notes thereto prepared in accordance with Article 11 of Regulation S-X in Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on September 13, 2024, to which this Exhibit 99.4 is attached (the “Current Report”).

This Exhibit 99.4 includes certain financial performance measures that are not in conformity with U.S. generally accepted accounting principles (“GAAP”), including Sonoco Adjusted EBITDA, Sonoco Adjusted EBITDA Margin, pro forma Adjusted EBITDA, and pro forma Adjusted EBITDA Margin. Sonoco Adjusted EBITDA and Sonoco Adjusted EBITDA Margin are derived from Sonoco’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023 and its unaudited condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Pro forma Adjusted EBITDA and Pro forma Adjusted EBITDA Margin are derived from the unaudited pro forma condensed combined financial information of Sonoco and Eviosys and notes thereto filed as Exhibit 99.3 to this Current Report on Form 8-K. Refer to Exhibit 99.3 to this Current Report on Form 8-K for additional information regarding such pro forma condensed combined financial information.

Sonoco Adjusted EBITDA is defined as net income attributable to Sonoco, excluding the following: interest expense; interest income; provision for income taxes; depreciation, depletion and amortization expense; non-operating pension costs; net income/loss attributable to noncontrolling interests; restructuring/asset impairment charges; changes in last-in, first-out (“LIFO”) inventory reserves; gains/losses from the divestiture of businesses and other assets; acquisition, integration and divestiture-related costs; other income; derivative gains/losses; and other non-GAAP adjustments, if any, that may arise from time to time. Sonoco Adjusted EBITDA Margin is defined as Sonoco Adjusted EBITDA divided by Sonoco net sales. Pro forma Adjusted EBITDA is defined as pro forma net income attributable to Sonoco, excluding the same items as Sonoco Adjusted EBITDA, in each case calculated on a pro forma basis assuming Sonoco had owned Eviosys for the period presented. Pro forma Adjusted EBITDA Margin is defined as pro forma Adjusted EBITDA divided by pro forma net sales.

Sonoco’s non-GAAP financial measures are not calculated in accordance with, nor are they an alternative for, measures conforming to generally accepted accounting principles, and they may be different from similarly titled non-GAAP financial measures used by other companies. In addition, Sonoco’s non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. Sonoco presents non-GAAP financial measures to provide investors with information to evaluate its operating results in a manner similar to how management evaluates business performance. In addition, these same non-GAAP financial measures are used in determining incentive compensation for the entire management team and in providing earnings guidance to the investing community. Sonoco consistently applies its non-GAAP financial measures and use them for internal planning and forecasting purposes, to evaluate its ongoing operations, and to evaluate the ultimate performance of management and each business unit against plans/forecasts. Sonoco’s pro forma non-GAAP financial measures are provided for illustrative purposes only and do not purport to represent the actual financial position and results of operations that would have been achieved had the Eviosys Acquisition and related financing transactions occurred on the dates indicated, and do not reflect adjustments for any anticipated integration costs, synergies, operating efficiencies, tax savings or cost savings. In addition, pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin do not give effect to any potential divestitures by Sonoco,

including the potential divestitures of ThermoSafe, Sonoco’s leading temperature-assured packaging business, or TFP, its leading thermoformed and flexible packaging business, for which Sonoco has initiated reviews of strategic alternatives. On a standalone basis, ThermoSafe, which is part of the All Other group of businesses, had revenue of $283 million and an Adjusted EBITDA Margin in the low twenties for the year ended December 31, 2023. On a standalone basis, TFP, which Sonoco formed by integrating its flexible packaging and thermoforming businesses within its Consumer Packaging segment effective as of January 1, 2024, had revenue of $1.3 billion and an Adjusted EBITDA Margin in the mid-teens for the year ended December 31, 2023.

Material limitations associated with the use of such measures include that they do not reflect all period costs included in operating expenses and may not be comparable with similarly named financial measures of other companies. Furthermore, the calculations of these non-GAAP financial measures are based on subjective determinations of management regarding the nature and classification of events and circumstances that the investor may find material and view differently. To compensate for any limitations in such non-GAAP financial measures, the Company believes that it is useful in evaluating its results to review both GAAP information, which includes all of the items impacting financial results, and the related non-GAAP financial measures that exclude certain elements, as described above. Further, the Company does not, nor does the Company suggest that investors should, consider any non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Whenever reviewing a non-GAAP financial measure, investors are encouraged to review the related reconciliation to understand how it differs from the most directly comparable GAAP measure.

Reconciliation of GAAP to Non-GAAP Financial Measures

The following table reconciles Sonoco Adjusted EBITDA, Sonoco Adjusted EBITDA Margin, pro forma Adjusted EBITDA, and pro forma Adjusted EBITDA Margin for the year ended December 31, 2023 and the six months ended June 30, 2024 to net income attributable to Sonoco, Sonoco Net Income Margin, and pro forma net income attributable to Sonoco, and pro forma net income margin, respectively, for each of the periods presented. See Exhibit 99.3 to this Current Report on Form 8-K for more detailed information regarding the unaudited pro forma condensed combined financial information of Sonoco and Eviosys.


	Year Ended December 31,						Six Months Ended June 30,
(Unaudited)	2023						2024
Dollars in thousands	Sonoco			Pro Forma			Sonoco			Pro Forma

Net income attributable to Sonoco	$	474,959		$	367,842		$	155,988		$	88,459
Adjustments
Interest expense	136,686			395,971			60,860			151,895
Interest income	(10,383)			(12,224)			(7,113)			(8,708)
Provision for income taxes	149,278			112,087			44,667			30,073
Depreciation, depletion and amortization (a)	340,988			536,350			180,045			277,192
Non-operating pension costs	14,312			16,080			7,465			8,289
Net income attributable to noncontrolling interests	942			784			236			687
Restructuring/Asset impairment charges (b)	56,933			68,836			50,868			57,377
Changes in LIFO inventory reserves	(11,817)			(11,817)			(987)			(987)
Gain from divestiture of business and other assets	(78,929)			(78,929)			(4,478)			(4,478)
Acquisition, integration and divestiture-related costs (c)	26,254			87,070			27,930			76,205
Other income, net	(39,657)			(39,657)			(5,867)			(5,867)
Net gains from derivatives	(1,912)			(1,912)			(3,771)			(3,771)
Other adjustments (d)	10,142			14,675			1,124			1,502
Adjusted EBITDA	$	1,067,796		$	1,455,156		$	506,967		$	667,868

Net Sales	$	6,781,292		$	9,372,001		$	3,261,022		$	4,393,026
Net Income Margin	7.0		%	3.9		%	4.8		%	2.0		%
Adjusted EBITDA Margin	15.7		%	15.5		%	15.5		%	15.2		%

(a) Pro forma depreciation, depletion and amortization expense includes estimated depreciation and amortization for Eviosys of $69,271 and $126,091, respectively, for the year ended December 31, 2023, and $34,446 and $62,701, respectively, for the six months ended June 30, 2024. See Notes 8(C) and 8(D) to Exhibit 99.3 to this Current Report on Form 8-K for more information on the estimated depreciation and amortization related to Eviosys.

(b) Restructuring and restructuring-related asset impairment charges are a recurring item as the Company’s restructuring programs usually require several years to fully implement, and the Company is continually seeking to take actions that could enhance its efficiency. Although recurring, these charges are subject to significant fluctuations from period to period due to the varying levels of restructuring activity, the inherent imprecision in the estimates used to recognize the impairment of assets and the wide variety of costs and taxes associated with severance and termination benefits in the countries in which the restructuring actions occur.

(c) Pro forma acquisition, integration and divestiture-related costs for the year ended December 31, 2023 include Sonoco historical costs and give further pro forma effect to (i) a $17,302 increase in cost of sales to reflect the estimated step up of finished goods and work in process inventory to fair value, (ii) a $38,514 increase in legal and professional expenses to reflect estimated Eviosys Acquisition-related transaction costs and (iii) a $5,000 increase in selling, general and administrative expenses to reflect estimated retention bonuses for certain Eviosys employees. Pro forma acquisition, integration and divestiture-related costs for the six months ended June 30, 2024 include Sonoco historical costs and give further pro forma effect to (i) $6,488 of legal and professional expenses incurred by Eviosys for costs related to the Eviosys Acquisition and (ii) $41,787 of selling, general and administrative expenses recognized by Eviosys to reflect estimated change in control bonuses for certain Eviosys employees.

(d) Pro forma other adjustments for the year ended December 31, 2023 include Sonoco historical costs and give further pro forma effect to $4,533 of costs associated with accounting for Eviosys’s operations in Turkey as highly inflationary under GAAP. Pro forma other adjustments for the six months ended June 30, 2024 include Sonoco historical costs and give further pro forma effect to $378 of costs associated with accounting for Eviosys’s operations in Turkey as highly inflationary under GAAP.

Cover Page	Sep. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 13, 2024
Entity Registrant Name	SONOCO PRODUCTS COMPANY
Entity File Number	001-11261
Entity Incorporation, State or Country Code	SC
Entity Tax Identification Number	57-0248420
Entity Address, Address Line One	1 N. Second St.
Entity Address, City or Town	Hartsville
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29550
City Area Code	843
Local Phone Number	383-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	No par value common stock
Trading Symbol	SON
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000091767

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