THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Milacron Inc. (MZ)

4/11/2006 Proxy Information

During the year 2005 and through March 1, 2006, the Company had outstanding loans in excess of $60,000.00 made prior to 2002 to Mr. Brown under the Company’s employee stock loan program for the purposes of exercising stock options and purchasing stock, and for paying related withholding taxes due as a result of such actions or the lapse of restrictions on restricted stock, all under the Company’s long-term incentive plans. Mr. Brown had loans with interest rates ranging from 5.17% to 7.38%, with the largest aggregate amount of indebtedness outstanding at any time during such period being $126,864.69, and the principal balance of all such loans outstanding at the end of the period being $100,014.58. In 2002 the Company discontinued the employee stock loan program, allowing for the repayment of existing loans in accordance with their respective terms. Pursuant to the employee stock loan program, the loans are to be repaid over not more than 10 years unless the related stock is divested by the employee prior to such time, in which case all amounts owing become payable. The interest rate for each loan was the Applicable Federal Rate in effect under Section 1274(d) of the Internal Revenue Code of 1986, as amended, as of the day on which the loan was made.

7/5/2005 Proxy Information

Mr. Turner is a great-grandson of the late Fred A. Geier, one of the founders of the Company, and a nephew of the late James A.D. Geier, a former director and chief executive officer of Milacron.

7/5/2005

Mr. Isaacs is Chairman and Managing Director of Glencore Finance AG, a significant investor in, and creditor of, Milacron.

During the year 2004 and through June 1, 2005, the Company had outstanding loans in excess of $60,000.00 to one executive officer under the Company’s employee stock loan program for the purposes of exercising stock options and purchasing stock, and for paying related withholding taxes due as a result of such actions or the lapse of restrictions on restricted stock, all under the Company’s long-term incentive plans. Mr. Brown had loans with interest rates ranging from 5.17% to 7.38%, with the largest aggregate amount of indebtedness outstanding at any time during such period being $147,869.58, and the principal balance of all such loans outstanding at the end of the period being $117,751.87. In 2002 the Company discontinued the employee stock loan program, allowing for the repayment of existing loans in accordance with their respective terms. Pursuant to the employee stock loan program, the loans are to be repaid on terms of regular payments of not more than 10 years unless the related stock is divested by the employee prior to such time, in which case all amounts owing become payable. The interest rate for each loan was the Applicable Federal Rate in effect under Section 1274(d) of the Internal Revenue Code of 1986, as amended, as of the day on which the loan was made.

On March 12, 2004, the Company sold $100 million in aggregate principal amount of Series A Notes and Series B Notes to Glencore, of which Mr. Isaacs, a director, is the Chairman and Managing Director, and Mizuho. Mr. Isaacs was selected for nomination as a director at the 2004 annual meeting of shareholders by Glencore and Mizuho as holders of the Series A Notes pursuant to the agreement governing the sale of such notes. In addition, Glencore informed the Company that it held $7.5 million of the Company’s 8 3/8% Notes due March 15, 2004, prior to their repayment, and Ř11 million of Milacron Capital Holdings B.V.’s 7 5/8% Guaranteed Bonds, prior to consummation of the tender offer for such bonds. On April 15, 2004, Glencore and Mizuho converted the entire $30 million principal amount of the Series A Notes into 15 million shares of the Company’s Common Stock. On June 10, 2004, the Common Stock into which the Series A Notes were converted and the Series B Notes were exchanged for 500,000 shares of the Company’s Series B Preferred Stock. Also on June 10, 2004, the Company issued to Glencore and Mizuho contingent warrants to purchase an aggregate of one million shares of its Common Stock for $.01 per share. These contingent warrants are exercisable only if a test based on the Company’s financial performance for 2005 is not satisfied. Based on the Company’s most recent internal projections, it is unlikely that this test will be satisfied. See footnotes 8 and 10 to the “Principal Holders of Voting Securities” table for information about Glencore’s transfer of part of its investment in the Series B Preferred Stock and contingent warrants to Triage Capital LF Group, LLC and certain of its affiliates. As of June 1, 2005, Glencore, Mizuho, and Triage collectively owned 100% of the Company’s Series B Preferred Stock and contingent warrants, with Glencore owning 57.5%, Mizuho owning 30%, and Triage owning 12.5%. The Series B Preferred Stock represents approximately 50% of the Company’s fully diluted common equity (on an as-converted basis) as of such date. For more information on these transactions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Sources of Capital” and the note to the Consolidated Financial Statements captioned “Shareholders’ Equity” included in the Company’s Form 10-K filed with the SEC on March 30, 2005, and which accompanies this Proxy Statement. In addition, Glencore and Mizuho purchased $9 million and $2 million, respectively, in principal amount of the $225 million aggregate principal amount of the Company’s 11 1/2% Senior Secured Notes sold in a private placement on May 26, 2004.

In connection with the refinancing transactions that occurred in 2004, a change in control of the Company occurred. For a further discussion regarding these transactions, reference is made to the Company’s Form 10-K filed with the SEC on March 30, 2005, and which accompanies this Proxy Statement, and the Company’s proxy statement in connection with the 2004 Annual Meeting filed with the SEC on April 28, 2004.

3/30/2005 10K Information

During the year 2004 and through March 8, 2005, the Company had outstanding loans in excess of $60,000.00 to one executive officer under the Company’s employee stock loan program for the purposes of exercising stock options and purchasing stock, and for paying related withholding taxes due as a result of such actions or the lapse of restrictions on restricted stock, all under the Company’s long-term incentive plans. Mr. Brown had loans with interest rates ranging from 5.17% to 7.38%, with the largest aggregate amount of indebtedness outstanding at any time during such period being $147,869.58, and the principal balance of all such loans outstanding at the end of the period being $121,423.02. In 2002 the Company discontinued the employee stock loan program, allowing for the repayment of existing loans in accordance with their respective terms. Pursuant to the employee stock loan program, the loans are to be repaid on terms of regular payments of not more than 10 years unless the related stock is divested by the employee prior to such time, in which case all amounts owing become payable. The interest rate for each loan was the Applicable Federal Rate in effect under Section 1274(d) of the Internal Revenue Code of 1986, as amended, as of the day on which the loan was made.

On March 12, 2004, the company sold $100 million in aggregate principal amount of Series A Notes and Series B Notes to Glencore Finance AG (Glencore), of which Mr. Isaacs, a director, is the Chairman and Managing Director, and Mizuho International plc (Mizuho). Mr. Isaacs was selected for nomination as a director at the 2004 annual meeting of shareholders by Glencore and Mizuho as holders of the Series A Notes pursuant to the agreement governing the sale of such notes. In addition, Glencore has informed the company that it held $7.5 million of the company’s 83/8% Notes due March 15, 2004, prior to their repayment, and Ř11 million of Milacron Capital Holdings B.V.’s 75/8% Guaranteed Bonds, prior to consummation of the tender offer. On April 15, 2004, Glencore and Mizuho converted the entire $30 million principal amount of the Series A Notes into 15 million shares of the company’s common stock. On June 10, 2004, the common stock into which the Series A Notes were converted and the Series B Notes were exchanged for 500,000 shares of the company’s Series B Preferred Stock. See footnotes 6 and 8 to the “Principal Holders of Voting Securities” table in Item 12 of this Form 10-K for information about Glencore’s sale of a participation interest in its investment in the Series B Preferred Stock to a third party. Also on June 10, 2004, the company issued to Glencore and Mizuho contingent warrants to purchase an aggregate of one million shares of its common stock for $.01 per share. These contingent warrants are exercisable only if a test based on the company’s financial performance for 2005 is not satisfied. As of December 31, 2004, Glencore and Mizuho collectively owned 100% of the company’s Series B Preferred Stock, with Glencore owning 70% and Mizuho owning 30%. The Series B Preferred Stock represents approximately 51% of the company’s fully diluted common equity (on an as-converted basis) as of such date. For more information on these transactions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Sources of Capital” and the note to the Consolidated Financial Statements captioned “Shareholders’ Equity.” In addition, Glencore and Mizuho purchased $9 million and $2 million, respectively, in principal amount of the $225 million aggregate principal amount of the company’s 111/2% Senior Secured Notes sold in a private placement on May 26, 2004.

4/28/2004 Proxy Information

Charles F. C. Turner previously served in various capacities at Milacron, Inc., his last position being Group Director of Information Technology for Milacron's Plastics Technologies Group.

During the year 2003 and through March 15, 2004, the Company had outstanding loans in excess of $60,000.00 to one executive officer under the Company’s employee stock loan program for the purposes of exercising stock options and purchasing stock, and for paying related withholding taxes due as a result of such actions or the lapse of restrictions on restricted stock, all under the Company’s long-term incentive plans. Mr. Brown had loans with interest rates ranging from 5.17% to 7.38%, with the largest aggregate amount of indebtedness outstanding at any time during such period being $167,709.04, and the principal balance of all such loans outstanding at the end of the period being $142,730.23. In 2002 the Company discontinued the employee stock loan program, allowing for the repayment of existing loans in accordance with their respective terms. Pursuant to the employee stock loan program, the loans are to be repaid on terms of regular payments of not more than 10 years unless the related stock is divested by the employee prior to such time, in which case all amounts owing become payable. The interest rate for each loan was the Applicable Federal Rate in effect under Section 1274(d) of the Internal Revenue Code of 1986, as amended, as of the day on which the loan was made.

On March 12, 2004, the Company sold $70 million in aggregate principal amount of the Company’s Series A Notes and Series B Notes to Glencore Finance AG, of which Mr. Isaacs, a director and nominee for a three-year term, is the Chairman and Managing Director. In addition, Glencore Finance AG has informed the Company that it held $7.5 million in principal amount of the Company’s US Notes prior to their repayment on March 15, 2004 and currently holds Ř11 million in principal amount of the Euro Notes guaranteed by the Company. Mr. Isaacs was selected for nomination as a director by Glencore Finance AG and Mizuho International plc as holders of the Series A Notes pursuant to the Note Purchase Agreement. On April 15, 2004, Glencore Finance AG converted its holdings of Series A Notes into 10,500,000 shares of Common Stock.

3/25/2003 Proxy Information

During the year 2002 and through February 28, 2003, the Company had outstanding loans in excess of $60,000.00 to one executive officer under the Company’s Employee Stock Loan Program for the purposes of exercising stock options and purchasing stock, and for paying related withholding taxes due as a result of such actions or the lapse of restrictions on restricted stock, all under the Company’s Long-Term Incentive Plans. Mr. Brown had loans with interest rates ranging from 5.17% to 7.38%, with the largest aggregate amount of indebtedness outstanding at any time during such period being $186,448.17, and the principal balance of all such loans outstanding at the end of the period being $164,480.58. In 2002 the Company discontinued the Employee Stock Loan Program, allowing for the repayment of existing loans in accordance with their respective terms. Pursuant to the Employee Stock Loan Program, the loans are to be repaid on terms of regular payments of not more than 10 years unless the related stock is divested by the employee prior to such time, in which case all amounts owing become payable. The interest rate for each loan was the Applicable Federal Rate in effect under Section 1274(d) of the Internal Revenue Code of 1986, as amended, as of the day on which the loan was made.