News

Contact: Paul Feeney
Executive Vice President
and Chief Financial Officer
AEP Industries
(201) 807-2330
feeneyp@aepinc.com

SOUTH HACKENSACK, N.J., February 28, 2005 — AEP Industries Inc. (Nasdaq: AEPI) (the “Company”) announced today that although complete consolidated financial statements and results for the first quarter of fiscal 2005 are not yet available:

• We expect net sales from continuing operations to be between $210 million and $220 million compared to net sales of $178 million in the first quarter of fiscal 2004;
• We expect an increase in sales volume from continuing operations of between 6% and 8% compared to the first quarter of fiscal year 2004;
• We expect an increase in gross profit from continuing operations in the first quarter of 2005 of more than $1.8 million over that of the first quarter of the fiscal year 2004;
• We expect operating expenses from continuing operations to increase by approximately $2.6 million in the first quarter of fiscal year 2005. This increase primarily is due to increased delivery costs, legal and financial advisory costs and Sarbanes-Oxley compliance; and
• We expect operating income from continuing operations will be slightly below (less than $0.5 million) the $6.8 million recorded in the first quarter of fiscal 2004.

Our French subsidiary, which was disposed of on February 10, 2005, and our Termofilm subsidiary located in Italy , for which the Company has approved a plan to sell, have been classified as “discontinued operations” in the first quarter of fiscal 2005 and are excluded from the above results. In addition, in the first quarter of fiscal year 2005, we will record a loss with respect to these discontinued operations. Our results for the first quarter of fiscal year 2004 have been adjusted to reflect this presentation.

The expected increase in net sales and gross profit from continuing operations for the first quarter of fiscal 2005 over net sales and gross profit from continuing operations during the same period in fiscal 2004 is primarily due to growth in our North American operations and to our ability to pass through resin costs in North America during the first quarter of fiscal year 2005.

The above information is preliminary and is subject in all respects to the completion of various internal analyses and procedures necessary to finalize our consolidated financial statements for the three months ended January 31, 2005.

AEP Industries Inc. manufactures, markets, and distributes an extensive range of plastic packaging products for the food/beverage, industrial and agricultural markets. The Company has operations in eight countries throughout North America, Europe and Australasia.

Except for historical information contained herein, statements in the release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, risks associated with pricing, volume, cash flow guidance and conditions of markets. Those and other risks are described in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained from the Company.

Contact: Paul Feeney
Executive Vice President
and Chief Financial Officer
AEP Industries
(201) 807-2330
feeneyp@aepinc.com

SOUTH HACKENSACK, N.J., February 28, 2005 — AEP Industries Inc. (Nasdaq: AEPI) (the “Company”) announced today its intention to sell, subject to market conditions, approximately $175.0 million in aggregate principal amount of senior notes due 2013 in a private placement pursuant to Rule 144A and Regulation S of the Securities Act of 1933.

The net proceeds received by the Company from the offering of senior notes, along with borrowings under the Company’s existing revolving credit facility, will be used to repurchase all of the $200 million aggregate principal amount outstanding of the Company’s 9.875% senior subordinated notes due 2007 and to pay any related fees and expenses.

The senior note offering is expected to be completed in March 2005. There can be no assurance that the senior note offering or the repurchase of the Company’s senior subordinated notes will occur as planned or at all.

The senior notes anticipated to be offered and sold will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act of 1933 and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the senior notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws, or absent the availability of an exemption from such registration or qualification requirements.

AEP Industries Inc. manufactures, markets, and distributes an extensive range of plastic packaging products for the food/beverage, industrial and agricultural markets. The Company has operations in eight countries throughout North America, Europe and Australasia.

Except for historical information contained herein, statements in the release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, risks associated with pricing, volume, cash flow guidance and conditions of markets. Those and other risks are described in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained from the Company.

Contact: Paul Feeney
Executive Vice President
and Chief Financial Officer
AEP Industries
(201) 807-2330
feeneyp@aepinc.com

SOUTH HACKENSACK, N.J., February 17, 2005 — AEP Industries Inc. (Nasdaq: AEPI) (the “Company”) announced today that it has commenced an offer to purchase for cash any and all of its outstanding $200 million aggregate principal amount of 9.875% Senior Subordinated Notes due 2007 (the “Notes”) (CUSIP No. 001031AC7). The Notes were issued on November 19, 1997. In conjunction with the tender offer, the Company is soliciting consents to amendments to the indenture governing the Notes that would eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture.

The tender offer will expire at 12:00 midnight, New York City Time, on March 17, 2005, unless extended or earlier terminated by the Company. Holders of the Notes cannot tender their Notes without delivering their consents to the amendments and cannot deliver consents without tendering the Notes. Tenders of Notes may be withdrawn at any time on or prior to 12:00 midnight on March 3, 2005, unless such withdrawal deadline is extended by the Company.

The total consideration for each $1,000 principal amount of Notes will be $1,021.80. The total consideration includes a consent payment of $20 per $1,000 principal amount of Notes that will be payable to holders who validly tender their Notes prior to the consent payment deadline, which is 12:00 midnight, New York City time, on March 3, 2005, unless such consent payment deadline is extended by the Company. Holders who validly tender Notes after the consent payment deadline but prior to the expiration date will be entitled to receive $1,001.80 for each $1,000 principal amount of Notes, which is equal to the total consideration less the consent payment. In either case, tendering holders will receive accrued and unpaid interest from the most recent interest payment date to, but not including, the date of payment for the tender offer.

The Company has engaged Merrill Lynch & Co. to act as the exclusive dealer manager and consent solicitation agent for the tender offer and the consent solicitation. Questions regarding the tender offer and the consent solicitation may be directed to Merrill Lynch & Co. at (212) 449-4914 (call collect) or (888) ML4-TNDR (toll-free). The terms and conditions of the tender offer and the consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated February 17, 2005.

Any questions or requests for assistance or for copies of documents may be directed to D.F. King & Co., Inc., the Information Agent for the tender offer and the consent solicitation, at (212) 269-5500 or (800) 714-3313 (toll-free). The Depositary for the tender offer and the consent solicitation is The Bank of New York, which can be reached at (212) 815-3750.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of acceptance of the offer to purchase with respect to any Notes. That offer or solicitation may be made only pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement dated February 17, 2005 and related Letter of Transmittal and Consent.

AEP Industries Inc. manufactures, markets, and distributes an extensive range of plastic packaging products for the food/beverage, industrial and agricultural markets. The Company has operations in ten countries throughout North America, Europe and Australasia.

Except for historical information contained herein, statements in the release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, risks associated with pricing, volume, EBITDA guidance and conditions of markets. Those and other risks are described in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained from the Company.