MANAGEMENT’S DISCUSSION AND ANALYSIS Years ended December 31, 2011 and 2010 (Tabular amounts in millions of Canadian dollars, except per share data) This Management’s Discussion and Analysis of the financial condition and results of operations (“MD&A”) of CCL Industries Inc. (“CCL” or “the Company”) relates to the years ended December 31, 2011 and 2010. In preparing this MD&A, the Company has taken into account information available until February 23, 2012, unless otherwise noted. This MD&A should be read in conjunction with the Company’s December 31, 2011, year end financial statements, which form part of the CCL Industries Inc. 2011 Annual Report dated February 23, 2012. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and, unless otherwise noted, both the financial statements and this MD&A are expressed in Canadian dollars as the reporting currency. The major measurement currencies of CCL’s operations are the Canadian dollar, the U.S. dollar, the euro, the Australian dollar, the Brazilian real, the Chinese renminbi, the Danish krone, the Japanese yen, the Mexican peso, the Polish zloty, the Russian rouble, the South African rand, the Thai baht, the U.K. pound sterling and the Vietnamese dong. All per Class B non-voting share (“Class B share”) amounts in this document are expressed on an undiluted basis, unless otherwise indicated. CCL’s Audit Committee and its Board of Directors have reviewed this MD&A to ensure consistency with the approved strategy of the Company and the results of the Company. The financial data presented in the MD&A for periods prior to January 1, 2010, were prepared under the previous Canadian GAAP financial reporting framework. This MD&A contains forward-looking information and forward-looking statements, as defined under applicable securities laws, (hereinafter collectively referred to as “forward-looking statements”) that involve a number of risks and uncertainties. Forward-looking statements include all statements that are predictive in nature or depend on future events or conditions. Forward-looking statements are typically identified by, but not limited to, the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar expressions. Statements regarding the operations, business, financial condition, priorities, ongoing objectives, strategies and outlook of the Company, other than statements of historical fact, are forward- looking statements. Specifically, this MD&A contains forward-looking statements regarding the anticipated growth in sales, income and profitability of the Company’s segments; the Company’s improvement in market share; the Company’s capital spending levels and planned capital expenditures in 2012; the adequacy of the Company’s financial liquidity; the Company’s targeted return on equity, earnings per share, EBITDA growth rates and dividend payout; the Company’s effective tax rate; the Company’s ongoing business strategy and the Company’s expectations regarding general business and economic conditions. Forward-looking statements are not guarantees of future performance. They involve known and unknown risks and uncertainties relating to future events and conditions including, but not limited to, the uncertainty of the recovery from the global financial crisis and its impact on the world economy and capital markets; the impact of competition; consumer confidence and spending preferences; general economic and geopolitical conditions; currency exchange rates; interest rates and credit availability; technological change; changes in government regulations; risks associated with operating and product hazards; and CCL’s ability to attract and retain qualified employees. Do not unduly rely on forward-looking statements as the Company’s 6 CCL Industries Inc. 2011 Annual Report Sean P. Washchuk Senior Vice President and Chief Financial Officer FORWARD-LOOKING INFORMATION INDEX 7 1. Corporate Overview 7 A) The Company 7 B) Customers and Markets 8 C) Strategy and Financial Targets 10 D) Recent Acquisitions and Dispositions 11 E) Consolidated Annual Financial Results 13 F) Seasonality and Fourth Quarter Financial Results 16 2. Business Segment Review 16 A) General 18 B) Label Segment 20 C) Container Segment 22 D) Tube Segment 23 3. Financing and Risk Management 23 A) Liquidity and Capital Resources 24 B) Cash Flow 25 C) Interest Rate, Foreign Exchange Management and Other Hedges 26 D) Shareholders’ Equity and Dividends 27 E) Commitments and Other Contractual Obligations 28 F) Controls and Procedures 29 4. Risks and Uncertainties 33 5. Accounting Policies and Non-IFRS Measures 33 A) Key Performance Indicators and Non-IFRS Measures 37 B) Accounting Policies and New Standards 38 C) Critical Accounting Estimates 39 D) Related Party Transactions 39 6. Outlook