Spruce Point Capital

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Spruce Point Capital

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Disclaimer

This research presentation report expresses our research opinions, which we have based upon interpretation of certain facts and observations, all of which are based upon publicly available information, and all of which are set out in this research presentation report. Any investment involves substantial risks, including complete loss of capital. Any forecasts or estimates are for illustrative purpose only and should not be taken as limitations of the maximum possible loss or gain. Any information contained in this report may include forward looking statements, expectations, pro forma analyses and projections. You should assume these types of statements, expectations, pro forma analyses and projections may turn out to be incorrect for reasons beyond Spruce Point Capital Management LLC’s control. This is not investment advice nor should it be construed as such. Use of Spruce Point Capital Management LLC’s research is at your own risk. You should do your own research and due diligence before making any investment decision with respect to securities covered herein.

You should assume that as of the publication date of any presentation, report or letter, Spruce Point Capital Management LLC (possibly along with or through our members, partners, affiliates, employees, and/or consultants) along with our subscribers has a short position in all stocks (and/or are long puts/short call options of the stock) covered herein, including without limitation Greif, Inc. (“GEF”), and therefore stand to realize significant gains in the event that the price of its stock declines. Following publication of any presentation, report or letter, we intend to continue transacting in the securities covered therein, and we may be long, short, or neutral at any time hereafter regardless of our initial recommendation.

This is not an offer to sell or a solicitation of an offer to buy any security, nor shall any security be offered or sold to any person, in any jurisdiction in which such offer would be unlawful under the securities laws of such jurisdiction. Spruce Point Capital Management LLC is not registered as an investment advisor or broker/dealer.

To the best of our ability and belief, as of the date hereof, all information contained herein is accurate and reliable and does not omit to state material facts necessary to make the statements herein not misleading, and all information has been obtained from public sources we believe to be accurate and reliable, and who are not insiders or connected persons of the stock covered herein or who may otherwise owe any fiduciary duty or duty of confidentiality to the issuer, or to any other person or entity that was breached by the transmission of information to Spruce Point Capital Management LLC. Readers should not presume that any person or company mentioned in this report was contacted by Spruce Point Capital Management, LLC for comment, or has reviewed this reports contents prior to its publication. However, Spruce Point Capital Management LLC recognizes that there may be non-public information in the possession of Greif, Inc. or other insiders of Greif, Inc. that has not been publicly disclosed by Greif, Inc. Therefore, such information contained herein is presented “as is,” without warranty of any kind – whether express or implied. Spruce Point Capital Management LLC makes no other representations, express or implied, as to the accuracy, timeliness, or completeness of any such information or with regard to the results to be obtained from its use.

Executive Summary

Proprietary and Confidential – May Not Be Distributed or Copied Without Spruce Point Capital Management, LLC Consent

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Stop And Think Big Picture:

Is There Long-Term Upside in Owning This?

Product WaterBottles

Steel Drums

Corrugated Containerboard

Flexible Bags

Differentiation Low Low Low Low

Pricing Power Low Low Low Low

Competition Intense and Global Intense and Global Intense and Global Intense and Global

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Brief Overview of Greif, Inc.

Greif, Inc. (NYSE: GEF/GEF.B) operates in four

business segments: Rigid Industrial Packaging &

Services; Flexible Products & Services; Paper

Packaging, and Land Management.

Rigid industrial packaging products, include steel,

fiber and plastic drums, rigid intermediate bulk

containers, closure systems, transit protection

products, water bottles and reconditioned

containers. GEF sells its rigid industrial

packaging products to customers in industries,

such as chemicals, paints and pigments, food

and beverage, petroleum, industrial coatings,

agricultural, pharm and mineral, among others.

GEF produces and sell containerboard,

corrugated sheets, corrugated containers, and

other corrugated products to customers in North

America in industries such as packaging,

automotive, food and building products. GEF’s

flexible products and services are sold globally

and service similar customers and market

segments as its Rigid Industrial Packaging &

Services segment.

GEF’s Land Management business is focused on

the active harvesting and regeneration of its US

timber properties to achieve sustainable long-

term yield

Business Description

Fiscal Year Ended October 31st

$ in millions 2009 2010 2011 2012 2013 2014

Rigid Industrial Packaging $2,266.9 $2,587.9 $3,014.1 $3,075.6 $3,062.1 $3,077.0

Flexible Products & Services 44.0 233.1 538.0 453.3 448.7 425.8

Paper Packaging 460.7 624.1 674.9 713.8 676.0 706.8

Land Management 20.6 16.5 20.9 26.8 33.1 29.5

Total Revenues $2,792.2 $3,461.5 $4,248.0 $4,129.5 $4,219.9 $4,239.1

% growth -26.3% 24.0% 22.7% -2.8% 2.2% 0.5%

Gross Profit $499.6 $703.7 $801.1 $639.7 $832.2 $811.0

% margin 17.9% 20.3% 18.9% 15.5% 19.7% 19.1%

EBITDA $295.3 $429.9 $460.4 $428.9 $486.1 $395.6

% margin 10.6% 12.4% 10.8% 10.4% 11.5% 9.3%

GAAP Diluted EPS - A $1.91 $3.58 $3.01 $2.17 $2.47 $1.56

% growth -54% 89% -16% -28% 14% -37%

Operating Cash Flow $266.5 $178.1 $172.3 $473.4 $250.3 $261.8

Capital Expenditures ($124.7) ($144.1) ($162.4) ($166.0) ($136.4) ($137.9)

Free Cash Flow $141.8 $34.0 $9.9 $307.4 $113.9 $123.9

Dividend ($88.0) ($93.1) ($97.8) ($97.7) ($98.3) ($98.6)

Dividend Coverage 1.61x 0.37x 0.10x 3.15x 1.16x 1.26x

Business Acquisitions ($90.8) ($277.6) ($344.9) $0.0 $0.0 ($53.5)

Note: Unadjusted GAAP figures

Greif Capital Structure$ in mm except per share amounts

FY Ended 10/31 - Wall St Estimates

Stock Price -Class A $39.00 Metrics 2014A 2015E 2016E

Shares outstanding 25.6 EV/Sales 0.7x 0.8x 0.7x

Stock Price -Class B $44.80 EV/EBITDA 6.5x 7.2x 6.6x

Shares outstanding 22.1 Price/EPS-A 19.4x 16.8x 14.7x

Market Capitalization $1,989.4 Price/EPS-B 14.9x 13.1x 11.1x

Total Financial Debt $1,105.0 Debt/EBITDA 2.6x 2.8x 2.6x

PV of Leases $130.1 Dividend Pay Ratio 108% 74% 62%

Less: Cash $85.1 Dividend Yield (A) 4.31%

Enterprise Value $3,139.4 Dividend Yield (B) 5.60%

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Reasons We Are Short Greif Inc. (GEF)

In addition to market weakness, GEF struggles from a leveraged acquisition spree where it acquired 40 companies

for $1.2 billion. GEF appears to be obfuscating its financial performance including 1) Reducing disclosures on

segment price/volume trends 2) Distorting and confusing presentation of its EBITDA, and 3) Using gimmicks such

as adding in sale of business units and timber sales to inflate operating cash flow. We believe all of these

measures are intended for one purpose: minimize the appearance that its annual dividend is at risk of being cut or

eliminated. Using our traditional measure of free cash flow, we believe GEF has done a terrible job of historically

covering its dividend, and is at extreme risk of having to cut or eliminate it (its credit facility contains a Restricted

Payment Leverage Ratio condition at 3.0x (currently at 2.5x)). A large shareholder has pledged 1.5 million Class B

shares as collateral for a loan; a share price decline caused by a dividend cut could cause an adverse outcome

GEF has had accounting issues and material weaknesses. Its auditor E&Y resigned in 2014 (previous auditor PWC

was dismissed in 1999) and its 10-K filing was delayed. Deloitte was appointed as the new auditor, doubled E&Y’s

audit fee, and upon recent filing of its 10-K, still could not attest that GEF had maintained adequate effective internal

control over financial reporting

GEF is trying to convince analysts/investors it can execute a turnaround. However, history shows that it has

repeatedly failed to hit any of its financial objectives. Its dual class share structure, and egregious managerial comp

schemes geared toward cash compensation (no stock options), disadvantage future wealth creation for Class A

shareholders. Class B (voting) insiders have reduced ownership from 59% in 2008 to just 14% today. Meanwhile,

senior executives are slowly jumping ship as indicated in year-end 8-K filings

Greif (GEF) is in the business of industrial packaging products and services. Its businesses appear largely

commoditized, are capex intensive, and under severe pressure from FX headwinds ( Venezuela, Brazil, Russia,

Europe) and slackening demand tied to pressures in various end markets ( e.g. energy ). Overall, the company is

experiencing deflationary-like pricing power and very low single digit / declining volumes

We believe sell-side analysts are still giving GEF too much credit for sales and earnings growth in 2015/2016, which

make the stock look cheap on current valuation metrics, but are at risk of further deterioration. There is only one

“Sell” rating on GEF, although we applaud analysts for recently questioning management on the sustainability of its

dividend, and for getting agitated with management’s inability to execute

Obfuscating Financial Deterioration

and Accounting Problems

Proprietary and Confidential – May Not Be Distributed or Copied Without Spruce Point Capital Management, LLC Consent

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Warning: GEF is Levered From An

Opaque Acquisition Binge

$ in mi l l ions

# of Net Implied Average Valuation

Companies Deal Net Cash Avg Deal Avg Revenue Total Operating Implied Op. Tangible Intangible Cash Purchase Price to

Year Acquired Segment Purchase Price Size per Deal Revenues Profit Profit Margin Assets Assets Goodwill

2014 2Rigis (1) /

Paper (1)$53.5 $26.8 -- -- -- -- $2.5 $22.1 $25.9

2012-2013 0 -- -- -- -- -- -- -- -- -- --

2011 (1) 8 Rigid (8) $344.9 $43.1 $14.9 $119.2 ($19.6) -16.4% $101.7 $77.7 $307.2

2011 8 Rigid (8) $344.9 $43.1 $15.3 $122.5 $6.1 5.0% $119.7 $76.1 $287.9

2010 (2) 12Rigid (7) /

Flexible (5)$274.3 $22.9 $22.4 $268.4 $19.0 7.1% $109.0 $49.6 $129.5

2010 12Rigid (7) /

Flexible (5)$176.2 $14.7 $22.4 $268.4 $19.0 7.1% $122.9 $50.1 $127.3

2009 6Ind Pkg. (5) /

Paper Pkg. (1)$88.0 $14.7 $5.3 $31.7 $4.4 13.8% $7.1 $38.3 $45.4

2008 5Ind Pkg. (4) /

Paper Pkg. (1)$100.0 $20.0 -- -- -- -- $73.6 $19.5 $40.4

2007 7 Ind. Pkg (7) $346.4 $49.5 -- -- -- -- $114.5 $55.8 $185.1

Total 40 $1,207.1 $30.2 -- $419.4 $3.8 0.9% $422.3 $263.5 $731.3

Source: SEC Filings(1) Between 2011 and 2012 10-K filings, GEF significantly changed its operating profit contribution to its financial statements for its 2011 reported acquisitions(2) In its 2012 10-K filing, GEF increased its purchase price for its 2010 acquisitions by $98 million. It appears GEF tried to claim that $98.2 million received from its Flexible Packaging JV partner relating to their investment in the Flexible Packaging could be netted against acquisition costs. We view this as a misleading presentation of its financials

GEF has acquired 40 companies since 2007 and spent $1.2 billion. Given an average transaction size of ~$30m, it has

provided limited SEC disclosure to investors (few press releases, or names of the companies) about what they’ve actually

purchased! Over 82% of the acquisition costs have been allocated to goodwill and intangibles. In 2014, GEF acquired two

more companies and stopped disclosing full year revenue or operating profit contributions to its financials.

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Material and Unexplained Revision to 2011

Operating Contribution of Acquisitions

Pro Forma Information ( One Year Later From 2012 10-K )

In accordance with ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” the

Company has considered the effect of the 2012 and 2011 acquisitions in the consolidated statements of operations for

each period presented. The revenue and operating profit of the 2011 acquisitions included in the Company’s consolidated

results totaled $427.7 million and $4.0 million for the year ended October 31, 2012. The revenue and operating (loss) of

the 2011 acquisitions included in the Company’s consolidated results totaled $119.2 million and ($19.6) million for the year

ended October 31, 2011. None of the 2011 acquisitions were of companies listed on a stock exchange or otherwise

publicly traded or required to provide public financial information. Therefore, pro forma results of operations are not

presented.

Source: 2012 10-K

Source: 2011 10-K Unexplained -$25m Revision to

Operating Profit From 2011 to 2012!

Acquisition Disclosure ( 2011 10-K )

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Management Appears To Have

Obscured Acquisition Costs

Buried Deep in the Notes...A Very Odd Disclosure

“The aggregate purchase price in the table above includes approximately

$98.2 million received from the Flexible Packaging JV partner relating to their

investment in the Flexible Packaging JV and reimbursement of certain costs.”

This Has Nothing to Due with Acquisitions and

Distorts the Presentation of the Cash Flow Statement

Acquisition Disclosure ( 2010 10-K )

Two years later in the 2012 10-K they corrected it and omitted revenue and operating profit contributions from deals.Sources: 2012 10K (here) and 2010 10K (here)

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GEF Balance Sheet May Become Stressed

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Having fueled its acquisition binge with debt, GEF’s balance sheet is in a more precarious position in this stage of the economic cycle. Even more concerning, GEF books ~55% of its sales in foreign markets, and is

meaningfully exposed to a stronger US$. In volatile and deteriorating markets such as Russia, Brazil, and Turkey, GEF has a total of 22 operating locations

Note: In its recent 10-k filing, GEF added a new risk factor warning it has a significant amount of goodwill, and if impaired in the future, would adversely impact its financial results of operationsSource: GEF SEC filings

GEF's Debt LevelsGoodwill/Intangibles Increasing % of Balance Sheet

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

2007 2008 2009 2010 2011 2012 2013 2014

Goodwill and Intangibles Goodwill and Intangibles / Assets

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

55.0%

$0.0

$200.0

$400.0

$600.0

$800.0

$1,000.0

$1,200.0

$1,400.0

$1,600.0

2007 2008 2009 2010 2011 2012 2013 2014

Total Debt Debt / Capital

$ in mm $ in mm

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Warning: GEF Becoming Less Transparent on

Segment Revenue Trends (Volume/Pricing)

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GEF used to provide more transparency into the quarterly volume and pricing trends for its three operating segments. This appendix enabled investors to more clearly track the quarterly progression for critical

determinants of its sale performance. Since 2014, GEF has been less open about segment performance trends. As of Q4’14 earnings, volumes and pricing are flat to down in all of GEF’s segments, with Flexible

Products experiencing volume declines of 9%

Source: Appendix Formerly on GEF’s website; earnings releases

Rigid Container Volume and Qtr Avg Sales Price Change Flexible Products Volume and Qtr Avg Sales Price Change

Kg

in m

illio

ns

un

its

in m

illio

ns

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

0

5

10

15

20

25

30

Q12010

Q22010

Q32010

Q42010

Q12011

Q22011

Q32011

Q42011

Q12012

Q22012

Q32012

Q42012

Q12013

Q22013

Q32013

Q42013

Volume QoQ SellingPrice

-8.00%

-6.00%

-4.00%

-2.00%

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

0

5

10

15

20

25

Q12011

Q22011

Q32011

Q42011

Q12012

Q22012

Q32012

Q42012

Q12013

Q22013

Q32013

Q42013

Volume QoQ SellingPrice

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If Typical, Why Punt it to the Controller!

Don’t Want To Be on Record?

Asset Sales Inappropriately Credited

Towards Continuing Operating Income?

Steven Chercover: D.A. Davidson Companies

“If I could switch to Slide 27 please, could you explain to me how

land management can generate an operating profit of $32 million

on $24 million in revenue?”

Larry Hilsheimer – CFO and EVP

“Yes, this is a fairly typical question. I’ll let my corporate controller here

explain how this works..”

David Lloyd - Vice President & Corporate Financial Controller

“It’s basically the gains on the timberland sales that are running through

operating profit but not through revenue.”

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Brilliant Question! We Wondered the

Same Thing

Since When Are Gains on Assets

Presented as Continuing

Operating Profits!

Source: Q4’14 Earnings Transcript (here)Note: In its SEC filing GEF describes its Land Management operations focus as “the active harvesting and regeneration of its United States timber properties to achieve sustainable long-term yields.” Outright sales of Timberland properties do not appear to be core and continuing operations.

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GEF’s 2015 Forecasts Are Set-Up to

Fail...Keep Reading

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How can Operating Profit Be

Greater Than Revenue!

Revenues Forecasted Down 2% Yet EBIT

Expected to Surge 24%!

Source: Q4’14 Investor Presentation (here)

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While 2015 EBIT is Expected to Rise,

EBITDA is Expected to Fall....What Gives!

15Source: Q4’14 Investor Presentation (here)

Recall on the previous slide GEF indicated EBIT would surge 24% in 2015. Yet, a few slides later, GEF says EBITDA will fall 4 – 10%!

Something seems very odd here, must be lots of

adjustments!

From Jan 21, 2015

GEF wants investors/analysts to give it credit for

Restructuring Charges. See next slide for why we

believe they shouldn’t

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GEF Doesn’t Deserve EBITDA Credit

For Recurring Restructuring Charges

16Source: GEF 10-K Filings

Annual Rest

ruct

uring

Charg

es

Cum

ula

tive R

estru

cturin

g

Charg

es

GEF would like analysts and investors to adjust its EBITDA for one-time items such as restructuring charges. However, GEF’s restructuring charges have been recurring now for 14 years! At what point do they become a recurring expense? GEF’s cumulative restructuring charges since 2001 total $440 million or nearly 20% of its

cumulative pre-tax net income over the same period!

$0.0

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

$450.0

$500.0

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

$ in mm

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Management Spins a Non-Standard

View of “Free Cash Flow”

17Source: Q4’14 Investor Presentation (here)

GEF is showing Free Cash Flow improving from $130 to $205m. However, it always pays to read the

footnotes! To portray a picture of healthy and growing Free

Cash Flow, management includes

the “Sale of Businesses.”

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Its Auditor E&Y Recently Resigned....

18(1) During 1999, GEF changed its auditor from PricewaterhouseCoopers LLP to E&YSource: 8-K Filing (here)

Typically Companies Fire

Auditors. In This Case the

Auditor Dismissed Greif

as a Client! This is GEF’s 3rd Auditor

Change Since 19991

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New Auditor Deloitte Will Not Say Greif

Has Effective Internal Controls

19Source: 2014 10K (here)

Recently filed 10K ( Which had been delayed) See Next Slide...

This leaves the door WIDE OPEN for a material weakness opinion

on the whole company

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Material Weakness of Internal Controls

Related to Income Taxes Playing Out?

20Source: GEF’s 10-K filings.For GEF’s attempted explanation review its Investor Day Appendix Filing

GEF’s Effective Income Tax Expense

31%

25% 24%22%

16%

27%30%

41%

73%

0%

10%

20%

30%

40%

50%

60%

70%

80%

2006 2007 2008 2009 2010 2011 2012 2013 2014

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Warning: Greif’s Audit Fees Doubled...

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Source: GEF Proxy Statement

$ in mi l l ions

FY 2011 FY 2012 FY 2013 FY 2014 FY 2014

Auditor: E&Y E&Y E&Y E&Y D&T

Audit Fee $3.98 $4.45 $4.90 $4.10 $6.20

Audit-Related Fee $0.49 $0.14 $0.08 $0.18 $0.00

Tax Fee $0.81 $0.30 $0.16 $0.03 $0.71

All Other Fees (1) $0.00 $0.00 $0.00 $0.00 $1.63

Total Fees $5.28 $4.89 $5.14 $4.31 $8.54

(1) Related to corporate finance advisory of a divsti ture and loan staffing services

It appears the “risk premium” Deloitte and Touche is charging Greif for its Audit Services going

forward is approximately double what Ernst & Young charged prior to resigning in July 2014. Greif’s

investors absorbed the cost of almost $13 million in audit and professional fees – a whopping $0.27

per share!

Dividend at Risk + Share Pledge As

Collateral = Big Downside Risk

Proprietary and Confidential – May Not Be Distributed or Copied Without Spruce Point Capital Management, LLC Consent

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Our Estimate of Free Cash Flow is

Significantly Less Rosy...

23Source: GEF Financials, Spruce Point estimates

This is our base case calculation of Free Cash Flow,

which doesn’t include net gains from business sales.

$ in mi l l ions

FY 2012 FY 2013 FY 2014

Reported Cash from Ops $473.3 $250.3 $261.8

Reported Capex (PP&E) ($166.0) ($136.4) ($137.9)

Reported Free Cash Flow $307.3 $113.9 $123.9

Less: Business Acquisition $0.0 $0.0 ($53.5)

Sales of PP&E, Business, and other assets $0.0 $15.6 $133.2

FCF (ex: Timberland Transactions) $307.3 $129.5 $203.6

% change -- -57.9% 57.2%

% of sales 7.4% 3.1% 4.8%

Reported Free Cash Flow $307.3 $113.9 $123.9

Less: Proceeds from Timber $0.0 ($25.9) ($31.7)

Worst Case Adj Free Cash Flow $307.3 $88.0 $92.2

% change -- -71.4% 4.8%

% of sales 7.4% 2.1% 2.2%

In its Investor Day Appendix (Slide 70) and Q4’14 deck

(slide 26), GEF provided the cash proceeds from timber sales. These figures are not clearly identified in the Cash

Flow Statement of the 2013/2014 10K through the

Investing Section. In a worst case, they are buried in

Operating Cash Flow and need to be deducted

This is what GEF is spinning as Free Cash Flow to Investors

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Warning: Dividend Projection Omitted;

GEF Has Barely Ever Covered its Dividend

Buried in its Investor Day Appendix Presentation, GEF Intentionally Left Blank Its 2015 Dividend Forecast! The Dividend Has Only Been Safely Covered in

1 Year (2012) out of 7 Years; How Can This Persist?

Blank!

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Warning: GEF’s Credit Facility Has

Provisions Which Could Restrict Dividends

It’s important to read GEF’s credit facility carefully to understand the

implications of its continued ability to pay dividends. Our interpretation in this

case, is that GEF’s Leverage Ratio (Debt/EBITDA) needs to be monitored

carefully. GEF believes its Leverage Ratio will be 2.5x in 2015 (Based on

$430m of EBITDA (assuming its EBITDA is accurately stated and no debt

reduction occurs). If EBITDA approaches $370m, its Leverage Ratio

will be pressured at 3.0x

Notwithstanding the foregoing, (x) the Company may pay

Dividends of up to the lesser of (I) $0.01 per share of Class A

Common Stock for each four consecutive Fiscal Quarters and

(II) $250,000 for each consecutive Fiscal Quarter, and the

Company may pay Dividends within 60 days after the date of

declaration thereof if at such date of declaration such

Dividend would have complied with

this Section 7.05; provided that such Dividend if permitted

only by Section 7.05(a) shall be included (without

duplication) in the calculation of the amount of Restricted

Payment for purpose of Section 7.05(a); and (y) the

Company may pay Dividends and make other Restricted

Payments not otherwise permitted under this Agreement if

(I) no Default or Event of Default is existing or would result

therefrom and (II) the Leverage Ratio, immediately after

giving pro forma effect to any such Dividend or

Restricted Payment, shall be less than 3:00:1).

Source: Credit Agreement (here)

SECTION 7.05 Dividends and Other Distributions

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Warning: A Large Block of Shares Have

Been Pledged As Security For a Loan

Source: Proxy Statement Filed Jan 2015 (here) and Jan 2011 (here)

A large block of Class B shares have been pledged as security for a bank loan. While the exact details of the pledge agreement are not publicly known, we believe the share pledge occurred

sometime in the 2010-2011 time period based on its first public disclosure in GEF’s Proxy Statement filed Jan 2011.

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Warning: A Dividend Cut Could Exacerbate

Share Price Decline, Cause Forced Selling

$37.50/sh: 25% Decline

1.5m Shares Pledged as Security for a Loan

(reported Jan 14, 2011)Price Range: $50-$60/share

$32.50/sh: 35% Decline

These Illustrative Levels Could Cause Pressure to Repay the Loan or Increase Collateral (cash/securities) or Force a

Share Sale in Event of Default

Note: Threshold levels for illustrative purposes only. Terms of the pledge agreement or the use of proceeds for the loan are not public information

Share Class Struggles, Governance,

and Outrageous Management

Compensation

Proprietary and Confidential – May Not Be Distributed or Copied Without Spruce Point Capital Management, LLC Consent

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Class B Shares Are Getting a Majority of the Dividends, and

Carry 100% of the Voting Power

29

Warning: GEF Has A Two Share Class Structure

Insiders Currently Own More Class B, Which Also Carries a Higher Dividend. Who Do You Think Mgmt Will Protect When

Things Get Very Ugly?

$ in millions

Current % of Current Shares

Voting Dividend Dividend Current Dividend Shares Mgmt/Board Repurchased

Rights Rights Per Share Yield Received Outstanding Ownership Since 11/2010

Class A No (1) Yes $1.68 4.40% 44% 25.6 2.1% 1.43

Class B Yes - 100% Yes $2.51 5.73% 56% 22.1 13.9% 1.76

(1) Unless four quarterly cumulative dividends are in arrears

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Warning: Follow the Money; Insiders Know BestCla

ss A

Benefici

al O

wners

hip

Cla

ss B B

eneficia

l Ow

nersh

ip

Source: GEF Proxy Statements

Insider Ownership Rapidly Going Towards Zero

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

Class B Class A

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31

Management Comp is Immune

to GEF’s Financial Struggles

CEO’s Total Comp Has Doubled in a Period Where

GEF’s Financial Performance Has Deteriorated. When GEF Talks About Opportunities to Reduce SG&A Expenses, Are Mgmt’s Salaries Considered?

Non-Equity Incentives are Short and Long-Term Cash

Bonuses. The Goals to Achieve These Astronomical Pay Packages Appear to Be

Getting Easier

GEF Uses No Stock Options to Incentive Management for Long-Term Performance!

Companies That Are Bullish on Their Future Love Getting

Stock Options (Levered Bets on its Success.)..Not GEF’s Mgmt!

Source: 2014 Proxy filed 1/28/15 (here)

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Here’s Why Voting Matters: Mgmt’s Long-

Term Compensation is Troubling....

Confidentiality — The Company’s EBITDA performance goals, used in the Long Term Incentive Plan for each of the three

year periods ending in fiscal year 2015, 2016 and 2017, the Class A Common Stock target price performance goals used in

the Two Year Plan (see “Two-Year Reinvigorated Incentive Plan” below) and the EMEA/APAC RONA performance goals for

fiscal year 2015 are not included in this Compensation Discussion and Analysis section because the Company believes that

disclosure of this information would cause the Company substantial competitive harm

Management is No Longer Being Held Accountable for Operating Cash Flow –

a Critical Determinant of the Sustainability of its Dividend

Given Our Numerous Concerns About GEF’s EBITDA Quality, It’s Troubling

Mgmt is Now Being Rewarded Based On This Figure

GEF does not disclose the EBITDA goals management must obtain for its Long-Term bonus. We believe it’s incredibly odd that GEF offers EBITDA guidance to investors, but could be allowing management to be

paid even if these targets are missed!

Source: 2014 Proxy filed 1/28/15 (here)

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Can Anyone Show Us Another Company

That Uses RONA as a Corporate Goal For

Short-Term Bonuses?

GEF Does Not Even Provide a Definition or Calculation in its

Proxy for Full Transparency

Nevertheless, the Progression of GEF’s Corporate RONA tells

a Very Disturbing Story, Yet its Mgmt is Still Getting a Healthy

Payout for Dismal Performance!

33

Mgmt’s Short-Term Bonus Appears

To Be A Block Box

Source: 2014 Proxy filed 1/28/15 (here); Certified RONA’s provided in proxy statements

“Consistent with prior years, the Short Term Incentive Plan’s 2014 fiscal year financial performance goals were based, and its 2015 fiscal year financial performance measures are based, upon the achievement of targeted measures of return on net assets (“RONA”), subject to such adjustments that the Special Subcommittee determines to be necessary to reflect accurately the RONA of the Company and/or one or more operating groups of the Company on the award date. The Special Subcommittee originally chose RONA as the measure for the Short Term Incentive Plan because it believed this metric to be the best measure of current profitability supporting growth”

0.00%

20.00%

40.00%

60.00%

80.00%

100.00%

120.00%

140.00%

10.00%

11.00%

12.00%

13.00%

14.00%

15.00%

16.00%

17.00%

18.00%

FY 2009 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014

Cert

ifie

d R

ON

A

Execu

tive P

ayout R

atio

Payout (RHS)

RONA (LHS)

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Here’s How We Measure GEF’s

Return on Capital Effectiveness

Source: BloombergNote: Peers include Rock-Tenn, Bemis, AptarGroup, Nampak, Silgan, Packing Corp, Ball and Sonoco Products

By traditional capital efficiency measures, Greif is the worst among its peers

Return on Assets (ROA)

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

GEF RKT BMS ATR NPK SLGN PKG BALL SON

Group Average

Return on Equity (ROE)

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

GEF RKT CCK BMS SLGN NPK BALL SON ATR PKG

Group Average

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Warning: Recent Executive Departures

at Year End 2014

Nov 2014: SVP, HR Karen Lane to Retire (8-K filing)

Oct 2014: SVP and Group President Mr. Signorelli to Retire after 22yrs (8-K filing)

May 2014: CFO Hilsheimer Appointed

April 2014: Financial Controller and Business Managerial Controller Appointed

Dec 2013: Peter Watson COO Appointed

July 2013: McNutt Resigns as CFO (8-K Filing)

Aug 2012: VP, Treasurer Appointed

Nov 2011: Fischer Appointed CEO and Director

Dec 2010: McNutt Appointed SVP and CFO

Executive

Revolving Door

The Analysts Weigh In On Greif

Proprietary and Confidential – May Not Be Distributed or Copied Without Spruce Point Capital Management, LLC Consent

Spruce Point Capital

37

Only One Sell Recommendation on GEF

Broker Rating Price Target

BMO Underperform $38

Baird Neutral $46

Wells Fargo Outperform $50-$53

Longbow Neutral --

DA Davidson Buy $50

Global Hunter Neutral $40

Keybanc Hold --

EVA Dimensions Buy --

Average Price% Upside

$4518%

Ratings Distribution

Source: Bloomberg; may not reflect all recent price changes

GEF has attracted a roster of smaller sell-side brokers, that generally have bullish/neutral opinions on the stock. However, as you’ll see in the next slide, a few appear to be loosing patience with GEF....

33%

56%

11%

Buy Hold Sell

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We Applaud Analysts’ For Finally Pushing

Back On GEF’s Management!

Steven Chercover: D.A. Davidson Companies

“I wanted to start with Slide 18 cash flow items. Not to sound aggressive but isn’t it a bit

misleading to say that free cash flow was up from $130 to $204, because if you strip out the

sales it’s more like it’s going from $126 to $109 year-over-year?”

“With capex higher in 2015 than normal, how do you feel about the dividend and its safety?”

“With all due respect it’s getting harder and harder to get on your conference calls let alone

attend the analyst day with the changes in the reporting date or the limited advanced notice of

these events so I do hope going forward one of your objectives is to stabilize this whole

reporting process so we have a date and stick to it.”

George Staphos - Bank of America

“Just as a comment here, I would encourage you perhaps for subsequent calls to not limit the

amount of time on a call. In this day and age where we need to have public discussion with

management in a widely disseminated forum it’s better to have our Q&A live mic as opposed to

passing back and forth commentary through questions and notes. So, just as an aside take that

into consideration at your leisure.”

Source: Q4’14 Earnings Transcript (here)

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Analysts’ Forecasts Are Still Optimistic

GEF Can Achieve its New Financial Goals

Goals Look Impressive. Should You Buy Into It...?

Source: 2014 Investor Day Presentation (here)

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Management Has Failed To Deliver On

Almost Every Goal in the Past 4 Years!GEF 2011 Investor Presentation (Source)

Avg. Organic Sales Growth (2012-14)1: 0%

Operating Profit: 7.4% in 2014

Avg. SG&A to Sales: (2011-14): 11.2%

Avg. OWC to Net Sales: (2011-14): 10.2%

Avg. RONA: (2011-14): 12.2%

1) We start from 2012 since no acquisitions were completed in 2012-2013

Debt to Total Capitalization: Currently 47%

Avg. GAAP Dividend Payout (2011-14): 80%

Avg. Annual Capex2 (2011-14): $150m

2) Gross Capital Expenditures

Our Calculated Results

Our Calculated Results

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Going Back a Decade: Same Slide, Same

“Aspirations,” Same Dismal Results

GEF Investor Presentation From Jan 16, 2004 (Source)

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($ in mi l l ions , except per share figures)

Stock % of '15E-'16E LTM Enterprise Value /

Price 52-wk Ent. Revenue EPS Gross EBITDA P/E EBITDA Revenue Debt/ Dividend

Name Ticker 2/9/2015 High Value Growth Growth Margin Margin 2015E 2016E 2015E 2016E 2015E 2016E EBITDA Yield

Ball Corp BLL $70.61 96% $13,032 1.6% 3.6% 19.4% 13.1% 16.8x 16.2x 10.7x 10.4x 1.6x 1.5x 2.8x 0.7%

Sealed Air Corp SEE $40.93 94% $12,836 3.2% 13.4% 33.2% 13.7% 20.4x 18.0x 11.0x 11.0x 1.7x 1.6x 4.3x 1.3%

Crown Holdings CCK $46.80 89% $11,238 2.2% 12.5% 14.8% 12.5% 12.4x 11.0x 8.2x 7.8x 1.1x 1.1x 4.8x 0.0%

Packaging Corp PKG $77.50 94% $9,873 2.0% 11.4% 21.0% 19.5% 15.2x 13.7x 8.0x 7.6x 1.6x 1.6x 2.1x 2.1%

Graphic Packaging GPK $14.79 99% $6,862 2.2% 11.5% 16.8% 15.6% 19.0x 17.0x 9.0x 8.7x 1.6x 1.6x 3.1x 0.0%

Bemis Company BMS $45.87 97% $5,807 2.6% 7.8% 22.4% 13.5% 17.8x 16.6x 9.5x 9.2x 1.4x 1.3x 2.3x 2.4%

Silgan Holdings SLGN $56.25 99% $4,962 1.8% 8.2% 15.3% 13.5% 17.0x 15.7x 9.2x 8.9x 1.3x 1.3x 3.0x 1.1%

AptarGroup ATR $63.65 93% $4,719 3.8% 11.2% 32.4% 17.7% 20.4x 18.3x 10.0x 9.6x 1.8x 1.7x 1.8x 1.8%

KapStone KS $30.12 87% $3,951 1.5% 16.4% 32.6% 19.8% 13.3x 11.5x 7.8x 7.3x 1.7x 1.6x 2.3x 1.3%

Max 3.8% 16.4% 33.2% 19.8% 20.4x 18.3x 11.0x 11.0x 1.8x 1.7x 4.8x 2.4%

Average 2.3% 10.7% 23.1% 15.4% 16.9x 15.3x 9.3x 8.9x 1.5x 1.5x 3.0x 1.2%

Min 1.5% 3.6% 14.8% 12.5% 12.4x 11.0x 7.8x 7.3x 1.1x 1.1x 1.8x 0.0%

Greif, Inc. GEF $41.69 71% $3,131 3.6% 17.9% 19.1% 11.0% 14.8x 12.6x 7.2x 6.6x 0.8x 0.7x 2.4x 5.0%

Source: Yahoo Finance, Wall St. Estimates. Note: GEF financials blended for Class A and B shares

42

Warning: Shares Appear Cheap;

Don’t Mistake Value For Potential Distress

Sell-side Analysts Are Overly Optimistic That GEF Can Grow Sales Faster Than the Market, and Orchestrate

Cost Cuts to Bolster EPS Growth. With Over a Decade of Restructuring Charges, We Are Skeptical of This View

And Believe Sales and Earnings Can Deteriorate Further

Dividend Yield Startingto Signal Future Stress

Conclusion

Proprietary and Confidential – May Not Be Distributed or Copied Without Spruce Point Capital Management, LLC Consent

Spruce Point Capital

44

Reasons We Are Short Greif Inc. (GEF)

Historical Dividend Not Sufficiently Covered > Real Risk of Dividend Cut (Leverage Ratio) >

Large Block of Shares Pledged as Collateral > Potential For Adverse Outcome

Accounting Concerns > Deficient Internal Controls > Management Appears to be Obfuscating

Financial Performance > What is Sustainable EBITDA and Cash Flow?

Limited Confidence in Management’s Ability to Stabilize the Business > History of Failure to

Obtain Goals Going Back 14 Years> Recent Executive Departures

Governance Concerns > Dual Class Share Structure > Management Compensation and

Bonus Structure Puts Minimal Equity At Risk To Insiders

Commodity Products > Capital Intensive > Limited Pricing Power > FX Headwinds >

Weakening End Markets > Diminishing Earnings and Cash Flow Power

Complex Organization Assembled With Dozens of Expensive and Opaque Acquisitions >

Leverage Used For Acquisitions > Declining Earnings Power > Future Problems