The Company should continue togenerate strong cash flow from operations

The Company should continue togenerate strong cash flow from operations. This, along with an alreadyhealthy cash position, will allow the Company to respond to acquisitionopportunities that may arise which enhance shareholder value.Accounting Policy ChangesAs more fully described in Note 2 to the Consolidated FinancialStatements, the Company adopted the Canadian Institute of CharteredAccountants' (CICA) Handbook Section 3064. The changes were adoptedretroactively and comparative figures were restated. This new standardhad no significant impact on the Company's Consolidated FinancialStatements.Future Accounting StandardsInternational Financial Reporting StandardsIn February 2008, the Canadian Accounting Standards Board confirmed thatPublicly Accountable Enterprises will be required to adopt InternationalFinancial Reporting Standards ("IFRS") for interim and annual financialstatements relating to fiscal years beginning on or after January 1,2011. The transition from Canadian generally accepted accountingprinciples ("GAAP") to IFRS will be applicable for the Company's firstquarter of 2011, at which time the Company will prepare both its fiscal2011 and fiscal 2010 comparative financial information using IFRS. TheCompany expects the transition to IFRS to impact financial reporting,business processes, disclosure controls, internal controls over financialreporting and information systems.The Company formally commenced its IFRS conversion project in the secondquarter of 2008 and has engaged the services of an external advisor withIFRS expertise to work with management. Regular reporting is provided tothe Company's senior management and Audit Committee of the Board ofDirectors.

The Company's conversion project consists of three phases:diagnostic assessment, design and development, and implementation. Todate, the initial diagnostic assessment phase of the project has beencompleted and a detailed IFRS implementation plan has been developed forfiscal 2009. A high level review of the major differences betweenCanadian GAAP and current IFRS has been undertaken and at this time, theCompany has determined that the differences with the highest potentialimpact to the Company's accounting policies are related to: property,plant and equipment; financial instruments and hedges; impairments;employee defined benefit plans; income taxes; financial statementdisclosures; as well as the initial adoption of IFRS under the provisionsof IFRS 1, First-Time Adoption of IFRS. The potential impact of thesechanges on the Company's future financial position and results ofoperations has yet to be determined as accounting policy choices underIFRS are subject to a number of accounting alternatives which have notbeen fully evaluated by the Company.

To date, the project leaders havereceived training with respect to IFRS through attendance at seminars andthrough working with various specialists from the external advisory firm.Winpak will continue to invest in training and external advisor resourcesthroughout the transition to facilitate a timely and successfulconversion.Business Combinations, Consolidated Financial Statements andNon-Controlling InterestsAs more fully described in Note 3 to the Consolidated FinancialStatements, the CICA has issued three new accounting standards in January2009: Section 1582 Business Combinations, Section 1601 ConsolidatedFinancial Statements, and Section 1602 Non-Controlling Interests, whichapply commencing with the Company's 2011 fiscal year. Basedon management's evaluation of the design of the Company's disclosurecontrols and procedures, the Company's Chief Executive Officer and ChiefFinancial Officer have concluded that these controls and procedures aredesigned as of March 29, 2009 to provide reasonable assurance that theinformation being disclosed is recorded, summarized and reported asrequired.Internal Controls Over Financial ReportingManagement is responsible for establishing and maintaining adequateinternal controls over financial reporting to provide reasonableassurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordancewith Canadian generally accepted accounting principles. Internal controlsystems, no matter how well designed, have inherent limitations andtherefore can only provide reasonable assurance as to the effectivenessof internal controls over financial reporting, including the possibilityof human error and the circumvention or overriding of the controls andprocedures. Management used the Internal Control - Integrated Frameworkpublished by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) as the control framework in designing its internalcontrols over financial reporting. Based on management's design of theCompany's internal controls over financial reporting, the Company's ChiefExecutive Officer and Chief Financial Officer have concluded that thesecontrols and procedures are designed as of March 29, 2009 to providereasonable assurance that the financial information being reported ismaterially accurate. Management believes that theestimates and assumptions used in preparing its interim consolidatedfinancial statements are reasonable and prudent, however, actual resultscould differ from these estimates.2.

Accounting Policy ChangeEffective December 29, 2008, the Company adopted the Canadian Instituteof Chartered Accountants' (CICA) Section 3064 Goodwill and IntangibleAssets. As a result of adopting the standard, certain computer softwarecosts previously recorded as property, plant and equipment are nowrecorded as intangible assets. The Company has restated prior periods'financial statements for this change. Future Accounting Standards(a) Business Combinations, Consolidated Financial Statements andNon-Controlling Interests:The CICA has issued three new accounting standards in January 2009:Section 1582 Business Combinations, Section 1601 Consolidated FinancialStatements, and Section 1602 Non-Controlling Interests, which applycommencing with the Company's 2011 fiscal year.Section 1582 replaces Section 1581 Business Combinations and establishesstandards for the accounting for a business combination. It provides theCanadian equivalent to International Financial Reporting Standards - IFRS3 - Business Combinations.