UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )

MULTI-COLOR CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

62583104

(CUSIP Number of Class of Securities)

Mark Getachew, Esq.

Willkie Farr & Gallagher

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 31, 2017

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.:  ☐

SCHEDULE 13D

SCHEDULE 13D

The title and class of equity security to which this statement on Schedule 13D (this “Schedule 13D”) relates is the common stock, no par value (the “Common Stock”), of Multi-Color Corporation, an Ohio corporation (the “Issuer”). The principal executive office of the Issuer is located at 4053 Clough Woods Drive, Batavia, Ohio 45103, United States.

This Schedule 13D is filed by:

(i) Constantia Flexibles Holding GmbH (“CFlex Holding”), a wholly-owned subsidiary of CFlex Sarl (defined below) and a private limited company organized under the laws of the Republic of Austria, registered in Vienna, Austria under FN 425945 s with its registered office in Handelskai 92, Rivergate, 1200 Vienna, Austria;

(ii) Constantia Lux S.à r.l. (“CFlex Sarl”), a wholly-owned subsidiary of CFlex Parent (defined below) and a private limited liability company incorporated and registered in the Grand Duchy of Luxembourg under no. B193562 with its registered office in 5 rue Pierre d’Aspelt, L-1142 Luxembourg, Grand-Duchy of Luxembourg;

(iii) Constantia Lux Parent S.A. (“CFlex Parent”), an indirect, majority owned, subsidiary of Wendel (defined below) and a private limited liability company incorporated and registered in the Grand Duchy of Luxembourg under no. B193495 with its registered office in 5 rue Pierre d’Aspelt, L-1142 Luxembourg, Grand-Duchy of Luxembourg;

(iv) Wendel SE, (“Wendel”), a subsidiary of Wendel Participations (defined below) and a société européenne incorporated and registered in Paris, with its registered office in 89 rue Taitbout, 75009 Paris; and

(v) Wendel-Participations SE, (“Wendel Participations”), a société européenne incorporated and registered in Paris, with its registered office in 89 rue Taitbout, 75009 Paris; (CFlex Holding, CFlex Sarl, CFlex Parent, Wendel and Wendel Participations are each a “Reporting Person” and, collectively, the “Reporting Persons”).

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons is set forth on Schedule A and incorporated by reference.

During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, the persons listed on Schedule A have been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Constantia (as defined below) entered into an agreement with the Issuer to acquire the Common Stock pursuant to a Sale and Purchase Agreement, dated as of July 16, 2017 (the “Sale and Purchase Agreement”), by and among the Issuer, Constantia Flexibles Germany GmbH (“CFlex Germany”), Constantia Flexibles Group GmbH (“CFlex Group”), Constantia Flexibles International GmbH (“CFlex International”), and GPC Holdings B.V. (collectively with CFlex Germany, CFlex Group, and CFlex International, “Constantia”), whereby Constantia sold its labels division to the Issuer, in exchange for cash and stock consideration (the “Sale”). Pursuant to the Sale and Purchase Agreement, on the closing date of the Sale, Constantia was entitled to receive 3,383,170 shares of Common Stock, which represents 19.9% of the Issuer’s issued and outstanding common stock as of July 16, 2017, the date of signing.

In connection with the closing of the Sale, Constantia and CFlex Holding entered into a direction letter agreement, dated as of October 30, 2017, instructing the Issuer to issue the Common Stock to CFlex Holding (the “CFlex Transfer”).

Also in connection with the closing of the Sale, CFlex Holding entered an Investors’ Rights Agreement with the Issuer, dated as of October 31, 2017 (the “Investors’ Rights Agreement”), pursuant to which CFlex Holding has certain voting and managerial rights associated with the Common Stock (described below).

Wendel Participations holds approximately 36.66% of the share capital, and 50.13% of the exercisable voting rights (on the basis of the total number of shares and voting rights of Wendel as of September 30, 2017), and has the ability to appoint a majority of the supervisory board, of Wendel. Wendel indirectly owns 60.78% of the equity and has the ability to nominate a majority of the board of CFlex Parent. CFlex Parent is the sole equityholder of CFlex Sarl. CFlex Sarl is the sole equity holder and has an ability to appoint a majority of the supervisory board, of CFlex Holding. Accordingly, upon CFlex Holding’s acquisition of the Common Stock, each of Wendel Participations, Wendel, CFlex Parent and CFlex Sarl became an indirect beneficial owner of the Common Stock.

The Reporting Persons are filing this Schedule 13D with respect to the shares of Common Stock acquired by CFlex Holding in the Sale.

The Reporting Persons own the Common Stock for investment purposes. The activities of CFlex Holding and the other Reporting Persons are subject to the obligations and restrictions set forth in the Investors’ Rights Agreement (as defined in Item 3 herein, which is incorporated herein by reference) and applicable law. CFlex Holding also has certain rights under the Investors’ Rights Agreement, including with respect to the election of directors of the Issuer and registration rights with respect to its Common Stock. Subject to the terms of the Investors’ Rights Agreement and applicable law, CFlex Holding may dispose of its interest in the securities of the Issuer owned by it in the open market, in privately negotiated transactions, through derivative transactions, through public offerings upon exercise of its registration rights, or otherwise, depending on the course of action CFlex Holding pursues. CFlex Holding or the other Reporting Persons may acquire shares of Common Stock or other securities of the Issuer in the open market, in privately negotiated transactions, through derivative transactions, or otherwise, depending on the course of action the Reporting Persons pursue.

Subject to the terms of the Investors’ Rights Agreement, CFlex Holding will discuss with members of the Issuer’s management and board of directors, other shareholders, and other persons, matters relating to the business and affairs of the Issuer, including: (i) nominating or recommending candidates to serve on the board of directors of the Issuer; (ii) discussing the various potential alternatives and strategies regarding the Issuer with others, including but not limited to, interested market and industry participants; (iii) entering into or amending agreements or understandings with the Issuer or with other shareholders, including confidentiality agreements, with respect to the voting, holding, acquisition and/or disposition of securities of the Issuer; or (iv) proposing or considering any one or more of the actions described in subsections (a) through (j) of the Instructions to Item 4 of Schedule 13D.

(a) CFlex Holding, CFlex Sarl, CFlex Parent, Wendel and Wendel Participations each beneficially own 3,383,170 shares of Common Stock. The 3,383,170 shares of Common Stock represented approximately 16.55% of the outstanding shares of Common Stock, based on the 20,442,323 shares of Common Stock outstanding as of close of business on October 31, 2017, as reported by the Company.

(b) CFlex Holding, CFlex Sarl, CFlex Parent, Wendel and Wendel Participations each have shared power to dispose or to direct the disposition with respect to the 3,383,170 shares of Common Stock.

(c) Except for the shares of Common Stock acquired in the Sale and pursuant to the CFlex Transfer, the Reporting Persons have not effected any transaction with respect to the shares of Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

CFlex Holding is a party to the Investors’ Rights Agreement (as defined in Item 3 herein, which is incorporated herein by reference). The Investors’ Rights Agreement, among other things, grants CFlex Holding the right to nominate (i) two directors to the Issuer’s board of directors for so long as CFlex Holding and its affiliates own at least 12.5% of the outstanding shares of Common Stock; or (ii) one director to the Issuer’s board of directors for so long as the CFlex Holding and its affiliates own more than 5.0% but less than 12.5% of the outstanding shares of Common Stock. In addition, for so long as CFlex Holding has the right to nominate at least one director to the Issuer’s board of directors, CFlex Holding also has the right to have at least one voting representative on each committee of the Board, including the executive committee, audit committee, governance committee, and compensation committee.

The Investors’ Rights Agreement also provides CFlex Holding with demand registration rights. In connection with any public offering of the Common Shares, for a period not to exceed 90 days, CFlex Holding will not transfer its shares without the prior written consent of the managing underwriter.

In addition, under the Investors’ Rights Agreement, for a period of two years following the consummation of the Sale, other than transfers to CFlex Holding’s affiliates, CFlex Holding is generally restricted from transferring its shares of Common Stock (the “Lock-Up”), with 50% of its shares of Common Stock being released from the Lock-Up after the first year.

The foregoing description of the Investors’ Rights Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the copy of Investors’ Rights Agreement filed as Exhibit 2 hereto and incorporated herein by reference.

The information set forth in Item 2 hereof is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 9, 2017    

SCHEDULE A

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for each of the officers and directors of the Reporting Persons are set forth below:

Constantia Flexibles Holding GmbH

OFFICERS

None.

MANAGING DIRECTORS

SUPERVISORY BOARD

Constantia Lux S.à r.l.

OFFICERS & DIRECTORS

Constantia Lux Parent S.A.

OFFICERS

None.

DIRECTORS

Wendel SE

OFFICERS

None.

EXECUTIVE BOARD

SUPERVISORY BOARD

Wendel-Participations SE

OFFICERS

None.

BOARD OF DIRECTORS

Exhibit 1

Deed No. 146/2017

COPY

R e c o r d e d

in Frankfurt am Main, on 16 July 2017

Before me, the undersigned notary

in the district of the Higher Regional Court

(Oberlandesgericht) of Frankfurt am Main

Dr. Thorsten Reinhard

with office in Frankfurt am Main

appeared today on the premises of Willkie Farr & Gallagher LLP, An der Welle 4, 60322 Frankfurt am Main, to where I had betaken myself upon request of the parties,

acting not in her own name, but – excluding any personal liability – based on a power of attorney on behalf of

Constantia Flexibles Germany GmbH, a private limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, registered with the commercial register (Handelsregister) of the local court of Weiden i.d. OPf. under HRB 4087 with its registered office in Pirkmühle 14-16, 92712 Pirk;

acting not in his own name, but – excluding any personal liability – based on a power of attorney on behalf of

Constantia Flexibles International GmbH, a private limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Republic of Austria, registered with the companies register (Firmenbuch) of Austria under FN 253030d with its registered office in Handelskai 92, Rivergate, 1200 Vienna, Austria;

acting not in his own name, but – excluding any personal liability – based on a power of attorney on behalf of

Constantia Flexibles Group GmbH, a private limited liability company organized under the laws of the Republic of Austria, registered with the companies register of Austria under FN 332189p with its registered office in Handelskai 92, Rivergate, 1200 Vienna, Austria;

acting not in his own name, but – excluding any personal liability – based on a power of attorney on behalf of

GPC Holdings B.V., a private limited liability company (besloten vennootschap) organized under the laws of the Netherlands, registered with the Dutch trade register (kamer van koophandel), The Netherlands, under 34287059 with its registered office in Herengracht 466, 1017CA Amsterdam, The Netherlands;

acting not in his own name, but – excluding any personal liability – as an attorney without power of attorney (Vertreter ohne Vertretungsmacht) on behalf of

Multi-Color Corporation, a corporation organized under the laws of the State of Ohio, USA, registered with the Ohio Secretary of State under entity number 652876, with its chief executive office at 4053 Clough Woods Drive, Batavia, Ohio 45103, USA subject to the approval (Genehmigung) of Multi-Color Corporation, which shall take legal effect for and against all parties upon its receipt at least in writing by the notary.

The powers of attorney of the first four persons appearing were presented and copies of which are attached to this deed, their word-for-word-conformity to the originals being hereby certified by the notary. An approval of Multi-Color Corporation presented to the notary shall be attached to this deed.

The notary advised the persons appearing that he is obliged to verify the existence of the parties and the power of representation of the persons appearing. After a discussion of the documentation presented regarding the non-German parties, the persons appearing declared that they did not wish any further proof regarding existence and power of representation and requested the notary to continue with the notarization.

The notary asked the persons appearing regarding a prior involvement pursuant to section 3 (1) sentence 1 no. 7 German Notarization Act (Beurkundungsgesetz). After having been instructed by the notary, the persons appearing answered this question in the negative.

The persons appearing declared that each of the parties represented by them acted for its own account under this deed.

The persons appearing agreed that any personal data contained in this deed – including copies of their identification documents – is (electronically) stored and processed in connection with the processing of this deed and submitted to public authorities or other third parties in accordance with statutory notification requirements.

The persons appearing requested this deed to be recorded in the English language. They confirmed that they are in adequate command of the English language. The notary declared that he as well is in adequate command of the English language.

The persons appearing incorporated in this deed by reference pursuant to section 13a German Notarization Act the notarial reference deed (Bezugsurkunde) no. 133/2017 of the notary Dr. Alexander Jänecke, Frankfurt am Main, dated 16 July 2017 (the “Reference Deed”), the original (Urschrift) of which was available at the notarization. The persons appearing confirmed that they have full knowledge of the contents of the Reference Deed. The persons appearing approved the Reference Deed including all Schedules there-to (including their Exhibits) in its entirety and in all respects; as a matter of precaution, they adopted the declarations made in the Reference Deed as their own. References in the present deed to Schedules and Exhibits that are not attached hereto shall be read as references to such Schedules and Exhibits contained in the Reference Deed. After having been advised by the notary of the relevance of the reference to the Reference Deed, the persons appearing waived their right to have the Reference Deed read out to them and to have a copy thereof attached to the present deed.

The persons appearing thereupon requested the notarization of the sale and purchase agreement regarding the entire share capital of Constantia Labels GmbH, Haendler & Na- termann GmbH, H&N Suzhou Packaging Materials Co. Ltd., SGH (No. 2) Ltd., Constantia Flexibles Australia Holding Pty Ltd., Constantia CM Label SDN BHD, GPC III B.V., GPC III Packaging Holdings Mexico S. de R.L. de C.V. and Grafo Regia, S. de R.L. de C.V. attached as Appendix (the “SPA”).

The notary advised the persons appearing that

This deed and its Appendix have been read aloud by the notary to the persons appearing apart from the tables of contents and the tables of schedules, which have been added for informational purposes only and do not form part of this deed.

Thereupon, this deed and its Appendix as well as the Schedules and Exhibits thereto were approved by the persons appearing and signed by the persons appearing and the notary in their own hands as follows:

signed M. Wolffsky

signed Adrian Dengler

signed E. Göretzlehner

signed Johannes Eckhardt

signed Daniel Lungenschmid

signed Th. Reinhard, Notar

(Notary Seal)

Appendix

STAMP DUTY WARNING: THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY THEREOF OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTA- TION OF THIS DOCUMENT OR WHICH IS A WRITTEN CONFIRMATION OR REFERENCE THERETO, INTO AUSTRIA, AS WELL AS THE PRODUCTION IN, OR THE SENDING TO OR FROM, AUSTRIA OF ANY OF THE FOREGOING DOCUMENTS, AS WELL AS THE SENDING TO OR FROM AUSTRIA OF FAX MESSAGES OR E-MAILS CARRYING A SIGNATURE (INCLUDING DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED, MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGI- NAL OF THIS DOCUMENT AS WELL AS ANY CERTIFIED COPY THEREOF AND WRITTEN AND SIGNED REFERENCES THERETO OR CONFIRMATIONS THEREOF OUTSIDE OF AUS- TRIA AND DO NOT SEND FAX MESSAGES OR E-MAILS CARRYING A SIGNATURE (INCLUD- ING DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT, CONFIRM ANYTHING THEREOF, OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED TO OR FROM AUSTRIA.

SALE AND PURCHASE AGREEMENT

REGARDING THE ENTIRE SHARE CAPITAL

OF

CONSTANTIA LABELS GMBH

HAENDLER & NATERMANN GMBH

H&N SUZHOU PACKAGING MATERIALS CO. LTD.

SGH (NO. 2) LTD.

CONSTANTIA FLEXIBLES AUSTRALIA HOLDING PTY LTD.

CONSTANTIA CM LABEL SDN BHD

GPC III B.V.

GPC III PACKAGING HOLDINGS MEXICO S. DE R.L. DE C.V.

GRAFO REGIA, S. DE R.L. DE C.V.

TABLE OF CONTENTS

SALE AND PURCHASE AGREEMENT

by and among

(hereinafter referred to as “Seller 1”)

(hereinafter referred to as “Seller 2”)

(hereinafter referred to as “Seller 3”)

(hereinafter referred to as “Seller 4”, Seller 1, Seller 2, Seller 3 and Seller 4 hereinafter

collectively referred to as the “Sellers”)

(hereinafter referred to as the “Purchaser”

and Seller 1, Seller 2, Seller 3, Seller 4, and the Purchaser are hereinafter referred to collectively

as “Parties” and individually as a “Party”).

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PREAMBLE

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In this Agreement, as well as in any certificate or other document made or delivered pursuant to or in connection with this Agreement, capitalized words and expressions shall have the meanings set next to them as follows, unless explicitly set out otherwise in this Agreement or such certificate or such other document:

“ABGB” means the General Civil Law of the Republic of Austria (Allgemeines Bürgerliches Gesetzbuch);

“Accounting Firm” shall have the meaning set forth in Clause 6.2.3(a);

“Accounting Principles” shall mean IFRS as applied in a manner consistent with the Financial Statements;

“Affiliates” shall mean any entity controlled by, or controlling, or under the common control of another entity or person or group of persons (in each case, including indirect control regardless of whether or not linked through any participation) and the term “control” shall have the meaning set forth in Section 15 Austrian Stock Corporation Act (AktG) or Section 244 (2) and (4) Austrian Commercial Code (UGB);

“Afripack” shall have the meaning set forth in Preamble (L);

“Afripack Labels Operations” shall have the meaning set forth in Preamble (L);

“Afripack Purchase Price” shall have the meaning set forth in Clause 11.7;

“Agreement” shall have the meaning set forth in Preamble (J);

“Aluprint” shall have the meaning set forth in Preamble (K);

“Aluprint Share” shall have the meaning set forth in Preamble (K);

“Assignment and Assumption Agreement” shall have the meaning set forth in Clause 2.3.1;

“Base Cash Purchase Price” means (a) the Enterprise Value less (b) the Stock Value;

“Beneficiary / Beneficiaries” shall have the meaning set forth in Clause 10.1.1(a);

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“Benefit Arrangement” means any material employment, severance or other similar contract, or arrangement and each plan, arrangement, program, agreement or commitment providing for insurance coverage (including any self-insurance arrangements), disability benefits, supplemental unemployment benefits, retirement benefits, life, health or accident benefits, deferred compensation, profit-sharing, stock options, stock appreciation rights, restricted stock, stock purchases, post-retirement insurance, compensation or benefits outside arrangements applicable under mandatory Laws providing for the same or other benefits;

“Breach” shall have the meaning set forth in Clause 8.1.1;

“Business Day” shall mean any day other than a Saturday, Sunday or public holiday in Frankfurt am Main, London and Vienna on which the banks in Frankfurt am Main, London and Vienna are open to transact normal commercial business;

“Business Employee” shall mean all employees, officers and directors of the Group Companies as of the Signing Date and the Transferred Employees;

“Business Real Property” shall mean, collectively, the Owned Real Property and the Leased Real Property;

“Cap” shall have the meaning set forth in Clause 8.5.2;

“C Labels Shares” shall have the meaning set forth in Preamble (A);

“C Labels” shall have the meaning set forth in Preamble (A);

“Carve-Out” shall mean the actions taken by Sellers or the Group Companies to facilitate the termination of the relationship between Sellers and the Group Companies and establish the Labels Business as a stand-alone division or enterprise;

“Carve-Out Companies” shall have the meaning set forth in Clause 11.5.1;

“Carve-Out Accounts” shall have the meaning set forth in Clause 11.5.4;

“Carve-Out Date” shall have the meaning set forth in Clause 11.5.1;

“Carve-Out Loss Compensation Obligation” shall have the meaning set forth in Clause 11.5.5;

“Carve-Out Profit Transfer Obligation” shall have the meaning set forth in Clause 11.5.6;

“Cash” shall have the meaning set forth in Clause 3.1.2(a);

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“Cash Pool Agreements” shall have the meaning set forth in Clause 11.2.1;

“CFAH” shall have the meaning set forth in Preamble (F);

“CFAH Shares” shall have the meaning set forth in Preamble (F);

“Claim Addressee” shall have the meaning set forth in Clause 8.8;

“Clause” means a clause of this Agreement;

“Closing” shall have the meaning set forth in Clause 5.1;

“Closing Actions” shall have the meaning set forth in Clause 5.2;

“Closing Conditions” shall have the meaning set forth in Clause 4;

“Closing Date” shall have the meaning set forth in Clause 5.1;

“Closing Financial Statements” shall have the meaning set forth in Clause 3.1.2;

“Closing Memorandum” shall have the meaning set forth in Clause 5.2.18;

“CM” shall have the meaning set forth in Preamble (E);

“CM Shares” shall have the meaning set forth in Preamble (E);

“Code” means the Internal Revenue Code of 1986, as amended;

“Collective Agreements” shall have the meaning set forth in Clause 7.17.1;

“Commitment Letter” shall have the meaning set forth in Clause 9.2.1;

“Companies” shall mean C Labels, H&N, H&N Suzhou, SGH, CM, CFAH and GPC III;

“Consideration” shall mean the Purchase Price and the I/C Payables Purchase Price;

“CTA” shall have the meaning set forth in Clause 11.3.2;

“Customer Agreements” shall have the meaning set forth in Clause 11.8.1;

“Data Room” means the virtual data room designated “Project Marco Polo” hosted by Merrill under https://eu1.merrilcorp.com which was available to the Purchaser from June 16, 2017 until July 12, 2017;

“Disclosed Information” shall mean:

(a) this Agreement and all of its Schedules and Exhibits;

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(b) any documents, materials or information contained in the Data Room to the extent such information is in English, French, German or Romanian and properly filed in a labeled folder which a reasonable person would expect would contain such disclosed information and was available in the Data Room as of July 13, 2017 and any written answers provided through the Q&A process and such other information as has been provided to the Purchaser and been stored on an USB-stick which will be deposited with the acting notary; and

(c) any information in Purchaser’s Knowledge.

“Dispute” shall have the meaning set forth in Clause 15.1.2;

“Dispute Notice” shall have the meaning set forth in Clause 15.1.3;

“Disputed Matters” shall have the meaning set forth in Clause 6.2.3(a);

“Earn-Out” shall have the meaning set forth in Clause 9.9.1;

“Encumbrance” shall mean with respect to any property or asset, any material claim, lien, pledge, charge, easement, security interest, deed of trust or mortgage in respect of such property or asset;

“Enterprise Value” shall mean EUR 1,146,800,000.00;

“Environment” shall mean soil, surface water, groundwater, land, sediments, surface or subsurface strata, ambient air, or indoor air structures;

“Environmental Permits” shall have the meaning set forth in Clause 7.20.1;

“Environmental Requirements” shall mean all requirements under Laws concerning the protection of the Environment from contamination or pollution, or Hazardous Substances;

“Equity Securities” of any person means (i) shares of capital stock, limited liability company interests, partnership interests or other equity securities of such person, (ii) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any person to purchase or otherwise acquire, any capital stock, limited liability company interests, partnership interests or other equity securities of such person, (iii) securities convertible into or exercisable or exchangeable for shares of capital stock, limited liability company interests, partnership interests or other equity securities of such person and (iv) equity equivalents, interests in the ownership or earnings of, or equity appreciation, phantom stock or other similar rights of, or with respect to, such person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended;

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“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and any successor United States federal statute, and the rules and regulations thereunder which shall be in effect from time to time;

“Exhibit” shall mean an exhibit to a Schedule of this Agreement;

“Factoring Agreements” shall have the meaning set forth in Clause 11.11;

“Final Carve-Out Accounts” shall have the meaning set forth in Clause 11.5.4;

“Final Termination Accounts” shall have the meaning set forth in Clause 11.4.3;

“Financial Indebtedness” shall have the meaning set forth in Clause 3.1.2(b);

“Financial Statements” shall have the meaning set forth in Clause 7.7;

“Financing” shall have the meaning set forth in Clause 9.2.1;

“Financing Marketing Materials” shall have the meaning set forth in Clause 11.3.2(b);

“Financing Sources” means the persons (including the parties to the Purchaser Financing Documents, but excluding Purchaser and its Affiliates) that have committed to provide (directly or indirectly) or otherwise entered into agreements in connection with the Financing, and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto, including the agents, arrangers, lenders and other entities that have committed to provide or arrange all or part of the Financing, together with their Affiliates and representatives involved in the Financing and their successors and assigns;

“Foreign Trade Laws” shall have the meaning set forth in Clause 7.14.2;

“Fraud and Bribery Laws” shall have the meaning set forth in Clause 7.14.1;

“Funds” shall have the meaning set forth in Clause 9.2.2;

“German GAAP” shall have the meaning set forth in Clause 11.4.3;

“Governmental Entity” means any United States or foreign (a) federal, state, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including, without limitation, any governmental agency, branch, department, official or entity and any court or other tribunal), or (c) body exercising or entitled to exercise any public administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including, without limitation, any arbitral tribunal;

“GPC III” shall have the meaning set forth in Preamble (G);

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“GPC III Packaging” shall have the meaning set forth in Preamble (H);

“GPC III Packaging Share” shall have the meaning set forth in Preamble (H);

“GPC III Shares” shall have the meaning set forth in Preamble (G);

“Grafo” shall have the meaning set forth in Preamble (I);

“Grafo Share” shall have the meaning set forth in Preamble (I);

“Group Company Plans” shall have the meaning set forth in Clause 7.18.1;

“Group Companies” means the entities listed in Schedule (A) and Schedule (B);

“Guarantees” shall have the meaning set forth in Clause 11.13;

“H&N” shall have the meaning set forth in Preamble (B);

“H&N Claim” shall have the meaning set forth in Clause 11.4.15;

“H&N Fiscal Unity” shall have the meaning set forth in Clause 11.4.8;

“H&N Loss Compensation Obligation” shall have the meaning set forth in Clause 11.4.4;

“H&N PLTA” shall have the meaning set forth in Clause 11.4.1;

“H&N Profit Transfer Obligation” shall have the meaning set forth in Clause 11.4.5;

“H&N Relevant Tax Matter” shall have the meaning set forth in Clause 11.4.11;

“H&N Shares” shall have the meaning set forth in Preamble (B);

“H&N Suzhou” shall have the meaning set forth in Preamble (C);

“H&N Suzhou Share” shall have the meaning set forth in Preamble (C);

“H&N Tax Litigation” shall have the meaning set forth in Clause 11.4.13;

“H&N Tax Returns” shall have the meaning set forth in Clause 11.4.10;

“Hazardous Substances” shall mean any chemical, substance, waste, material, pollutant, or contaminant, including those defined, listed, or identified as a “hazardous substance,” “hazardous waste,” “toxic substance,” “toxic material” or otherwise regulated under any Environmental Laws, including oil and petroleum products or byproducts and any constituents thereof, urea formaldehyde insulation, asbestos, and polychlorinated biphenyls;

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“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any successor United States federal statute and the rules and regulations thereunder which shall be in effect from time to time;

“I/C Payables” shall mean all intercompany payables by the Group Companies to Seller 3 (as lender) as of the Closing Date including the outstanding principal amounts plus accrued and unpaid interest as well as further items as set forth in this Agreement and any other payables by the Group Companies to Sellers or any of the Sellers’ Affiliates which are not Group Companies, the status of which as of June 30, 2017 is set out in Schedule (D);

“I/C Payables Amount” shall have the meaning set forth in Clause 2.2.1;

“I/C Payables Purchase Price” shall have the meaning set forth in Clause 3.2;

“I/C Receivables” shall mean all intercompany receivables owed by Seller 3 (as borrower) to the Group Companies as of the Closing Date including the outstanding principal amounts plus accrued and unpaid interest as well as further items as set forth in this Agreement and any other receivables owed to the Group Companies by Sellers or any of the Sellers’ Affiliates which are not Group Companies, the status of which as of June 30, 2017 is set out in Schedule (E);

“I/C Receivables Amount” shall have the meaning set forth in Clause 2.3.2;

“IFRS” shall mean the International Financial Reporting Standards as adopted by the European Union and as in effect at the time any applicable financial statements were prepared;

“Insurance Policies” shall have the meaning set forth in Clause 7.21;

“Investors’ Rights Agreement” shall have the meaning set forth in Clause 5.2.14;

“Issue Price” shall mean EUR 65.40;

“IT TSA” shall have the meaning set forth in Clause 5.2.17(b);

“IT TSA Afripack” shall have the meaning set forth in Clause 5.2.17(c);

“IT TSA Grafo Regia” shall have the meaning set forth in Clause 5.2.17(d);

“Key Employees” shall have the meaning set forth in Clause 7.17.3;

“Labels Business” shall mean the business as conducted by the Group Companies as well as the Afripack Labels Operations;

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“Labels Business Employee Plans” means, collectively, each Parent Plan and each Group Company Plan;

“Labels Group” shall mean all Group Companies;

“Latest Balance Sheet” shall have the meaning set forth in Clause 7.7;

“Law” means any federal, state, local or foreign law, statute, ordinance, rule, guideline, regulation, order, writ, decree, agency requirement, license or permit of any Governmental Entity;

“Lease Agreements” shall have the meaning set forth in Clause 7.12.2;

“Leased Real Property” shall mean the real property that is not owned in fee simple by a Material Group Company or Afripack that a Material Group Company or Afripack either occupies or uses or has the right to occupy or use in connection with the Labels Business and where the failure to lease such property would have a material adverse effect on the respective Material Group Company or Afripack;

“Losses” shall have the meaning set forth in Clause 8.1.2;

“Material Group Companies” means the Companies and the entities listed in Schedule (C);

“Material Intellectual Property Rights” shall mean all material and registered (a) trade names, trademarks, trademark registrations, trademark applications, service marks, service mark registrations; (b) copyrights, copyrightable works, copyright registrations, copyright applications; (c) patent rights (including issued patents, applications, divisions, continuations and continuations-in-part, reissues, patents of addition, utility models and inventors’ certificates); licenses and sublicenses with respect to any of the foregoing; and (e) domain names and where the failure to hold such Intellectual Property Rights would have a material adverse effect on the respective Group Company;

“MCC Securities” shall have the meaning set forth in Clause 9.3.2;

“MCC Shares” means Common Shares of Purchaser;

“Notice of Disagreement” shall have the meaning set forth in Clause 6.2.1;

“Order” shall mean any decree (consent or otherwise), injunction, order, ruling, writ, directive, notice of violation (but only a notice of violation pursuant to Environmental Laws or Environmental Permits), quasi-judicial decision or award or administrative decision or award of any federal, state, local, foreign or other court, arbitrator, tribunal, administrative agency or Governmental Entity to which any person is a party or that is or may be legally binding and enforceable on any person or its securities, assets or business;

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“Parent Plans” shall have the meaning set forth in Clause 7.18.1;

“Party” or “Parties” shall have the meaning set forth in the introduction;

“Pemara SPA” shall have the meaning set forth in Clause 9.9.1;

“Permits” shall mean all licenses, franchises, permits, approvals, authorizations, exemptions, certificates, registrations, and similar documents or instruments, in each case of Governmental Entities, material to the operation of the Labels Business or the business of Purchaser, as applicable, as it is currently conducted;

“Permitted Exceptions” shall mean the following:

“PLTA” shall mean a profit and loss transfer agreement (Gewinnabführungsvertrag);

“Post-Closing Date Period” shall mean the time period following the Closing Date and, in cases of Taxes which are assessed on the basis of or for taxable periods (Veranlagungs- bzw. Erhebungszeiträume), (i) any taxable period (Veranlagungs- bzw. Erhe- bungszeitraum) beginning on the day following the Closing Date or any time thereafter and (ii) in the case of any taxable period (Veranlagungs- bzw. Erhebungszeitraum) commencing prior to the day following the Closing Date and ending after the Closing Date, the portion thereof attributable to the period following the Closing Date;

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“Pre-Closing Date Period” shall mean the time period up to and including the Closing Date and, in cases of Taxes which are assessed on the basis of or for taxable periods (Veranlagungs- bzw. Erhebungszeiträume), (i) any taxable period (Veranlagungs- bzw. Erhebungszeitraum) ending on or before the Closing Date and (ii) in the case of any taxable period (Veranlagungs- bzw. Erhebungszeitraum) commencing prior to the Closing Date and ending after the Closing Date, the portion thereof up to the Closing Date;

“Pre-Closing Date Taxes” shall have the meaning set forth in Clause 11.4.10;

“Preliminary Cash Purchase Price” means the Preliminary Purchase Price less the Stock Value;

“Preliminary Purchase Price” shall have the meaning set forth in Clause 3.3;

“Proceeding” means any claim, action, litigation, suit, arbitration, investigation or proceeding by or before any Governmental Entity or arbitrator;

“Purchase Price” shall have the meaning set forth in Clause 3.1.3;

“Purchase Price Items” shall have the meaning set forth in Clause 3.1.2;

“Purchaser” shall have the meaning set forth in the introduction;

“Purchaser Financing Documents” shall have the meaning set forth in Clause 9.2.1;

“Purchaser Financing Entity” shall have the meaning set forth in Clause 9.2.1;

“Purchaser Financing Party” shall have the meaning set forth in Clause 9.2.1;

“Purchaser’s Claim” shall have the meaning set forth in Clause 8.2;

“Purchaser’s Knowledge” shall have the meaning set forth in Clause 8.2.1;

“Reference Net Working Capital” means EUR 129,000,000 (in words: one hundred twenty nine million Euros);

“Regulatory Clearances” shall have the meaning set forth in Clause 4.1;

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, pouring, emptying, escaping, dumping, placing, discarding, abandonment, movement or migration of Hazardous Substances, whether sudden or non-sudden and whether accidental or non-accidental, or any “release”, “emission” or “discharge” as those terms are defined pursuant to any applicable Environmental Law;

“Release Documentation” shall have the meaning set forth in Clause 5.2.13;

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“Relevant Security Interests” shall mean all guarantees and other security interests granted in connection with the senior facilities agreement, dated March 24, 2015, and amended on July 1, 2015 and September 30, 2016, entered into between, inter alia, Con- stantia Lux Parent S.A. as Obligors’ Agent, UniCredit Bank AG, London Branch as Common Agent and JPMorgan Chase Bank, N.A. as USD Agent, either granted by a Group Company or granted by a shareholder of a Group Company regarding the shares in such Group Company and all other security interests, liens or charges encumbering the Sold Shares or the assets of the Group Companies other than Permitted Exceptions;

“Required Financial Information” means (a) audited consolidated financial statements of the Group Companies and the Afripack Labels Operations consisting of audited con- solidated balance sheets as of the last date of each of the three (3) fiscal years of the Companies ended at least ninety (90) days prior to the Closing Date and audited consoli- dated income statements and statements of stockholders’ equity and cash flows including footnotes for each of the three (3) fiscal years of the Group Companies and the Afripack Labels Operation ended at least ninety (90) days prior to the Closing Date, and (b) the re- viewed balance sheets of the Group Companies and the Afripack Labels Operation as of June 30, 2017 and the related reviewed consolidated income statements, statements of stockholders equity and statement of cash flows including footnotes for the six-month pe- riod then ended, and (c) a profit and loss statement including footnotes of the Group Companies and the Afripack Labels Operations as of June 30, 2017 for the three-month period then ended and (d) reviewed profit and loss statements including footnotes of the Group Companies and the Afripack Labels Operations for each fiscal quarter ended after June 30, 2017 and at least forty-five (45) days prior to the Closing Date, provided that the information pursuant to (d) shall only be delivered forty-five (45) days upon receipt of a notice of the Purchaser after the end of such fiscal quarter stating that Closing will not occur within forty-five (45) days after the end of the respective fiscal quarter and that Sellers shall prepare such statements;

“RETT” shall have the meaning set forth in Clause 16.2.1;

“RETT Notifications” shall have the meaning set forth in Clause 16.2.1;

“Sale and Assignment Agreement” shall have the meaning set forth in Clause 2.2.1;

“Schedule” means a schedule to this Agreement;

“SEC” means the Securities and Exchange Commission;

“Securities Act” means the U.S. Securities Act of 1933, as amended and any successor United States federal statute, and the rules and regulations thereunder, which shall be in effect from time to time;

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“Seller 1” shall have the meaning set forth in the introduction;

“Seller 2” shall have the meaning set forth in the introduction;

“Seller 3” shall have the meaning set forth in the introduction;

“Seller 4” shall have the meaning set forth in the introduction;

“Sellers” shall have the meaning set forth in the introduction;

“Sellers’ Closing Account” shall have the meaning set forth in Clause 3.4.1;

“Seller Expenses” means, without duplication, and to the extent unpaid as of 00:01 CET am central european time on the Closing Date, the aggregate amount of liabilities payable by the Group Companies or for which any Group Company or Purchaser could become liable on or after the Closing in connection with the negotiation and consummation of the transactions contemplated by this Agreement or the related documents for (a) the fees and expenses of any brokers, finders, consultants, agents, legal advisors and other advisors, and (b) the amount of stay bonuses, sale bonuses, change of control payments, retention payments or other payments and the amount of the employer’s share of any employment, payroll or social security Taxes with respect to the amounts set forth in this clause (b) of this definition and each not forming part of Financial Indebtedness;

“Sellers’ Knowledge” shall have the meaning set forth in Clause 7.1.3;

“Sellers’ Representative” shall mean Seller 3;

“Sellers’ Retained Intellectual Property Rights” shall have the meaning set forth in Clause 12.1;

“Service Agreements” shall have the meaning set forth in Clause 11.10.1;

“SGH” shall have the meaning as set forth in Preamble (D);

“SGH Shares” shall have the meaning as set forth in Preamble (D);

“Signing Date” shall mean the date of execution of this Agreement;

“Sold Shares” shall have the meaning set forth in Preamble (J);

“Stock Purchase Price” means such number of MCC Shares which would equal 19.9% of the lesser of (a) the number of MCC Shares issued and outstanding as of the Signing Date; (b) the number of MCC Shares issued and outstanding as of the close of business two Business Days prior to the Closing Date and (c) the number of MCC Shares issued and outstanding immediately prior to giving effect to the Closing;

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“Stock Value” means the aggregate value of (a) the Issue Price, multiplied by (b) the number of MCC Shares constituting the Stock Purchase Price;

“Supplier Agreements” shall have the meaning set forth in Clause 11.9.1;

“Tax” or “Taxes” shall mean any taxes (Abgaben) and similar charges imposed in accordance with the Law and paid to (or imposed for) Governmental Entities, in particular any and all withholding taxes, income taxes, trade tax (Gewerbesteuer) payroll and payroll related taxes, unclaimed property and escheat taxes, stamp duties pursuant to the Stamp Duty Act (Gebührengesetz), real estate transfer tax (Grunderwerbsteuer), capital transfer tax (Kapitalverkehrsteuern), VAT, social security contributions (including, without limitation, contributions for severance payments and statutory accident insurance), social charges, custom duties, payments for taxes based on contractual or secondary obligations (including interest, surcharges, ancillary charges to taxes (steuerliche Nebenleistungen), and penalties associated therewith), irrespective of whether it is federal, state, municipal, or Austrian taxes or taxes of any other country and irrespective of whether disputed or not and whether owed as debtor of the respective tax, or otherwise, including amounts payable under a statutory sharing mechanism;

“Termination Accounts” shall have the meaning set forth in Clause 11.4.3;

“Termination Date” shall have the meaning set forth in Clause 11.4.1;

“Third Party Claim” shall have the meaning set forth in Clause 8.8;

“Transaction Costs” shall have the meaning set forth in Clause 7.23;

“Transferred Employees” has the meaning set forth in Clause 11.12;

“TSA” shall have the meaning set forth in Clause 5.2.17(a);

“UGB” means the Austrian Commercial Code (Unternehmensgesetzbuch);

“US Plans” shall have the meaning set forth in Clause 7.18.5;

“VAT” shall mean value added tax and similar tax in any jurisdiction, including, but not limited to (i) any tax imposed in accordance with the EU Council Directive of November 28, 2006 on the common system of value added tax (2006/112 EC); (ii) any other tax of a similar nature, including but not limited to any goods and services, sales, use, gross receipts, business, consumption, stamp and other similar taxes, levies, duties and charges whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (i) above, or imposed elsewhere and (iii) general sales taxes; and

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“Working Capital Adjustment” shall have the meaning set forth in Clause 3.1.2(c).

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Seller 1 and Seller 3 hereby both sell, free and clear of all Encumbrances as of the Closing, the H&N Shares held by them as listed in Schedule (A);

Seller 2 hereby sells, free and clear of all Encumbrances as of the Closing, the H&N Suzhou Shares held by it as listed in Schedule (A);

Seller 2 hereby sells, free and clear of all Encumbrances as of the Closing, the SGH Shares held by it as listed in Schedule (A);

Seller 2 hereby sells, free and clear of all Encumbrances as of the Closing, the CM Shares held by it as listed in Schedule (A);

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Seller 2 hereby sells, free and clear of all Encumbrances as of the Closing, the CFAH Shares held by it as listed in Schedule (A);

Seller 4 hereby sells, free and clear of all Encumbrances as of the Closing, the GPC III Shares held by it as listed in Schedule (A);

Seller 4 hereby sells, free and clear of all Encumbrances as of the Closing, the GPC III Packaging Shares held by it as listed in Schedule (A); and

Seller 4 hereby sells, free and clear of all Encumbrances as of the Closing, the Grafo Shares held by it as listed in Schedule (A)

to the Purchaser.

The Purchaser hereby purchases and accepts the sale of the Sold Shares.

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The Sellers and Purchaser agree that they may discuss and agree on alternative options for the sale and assignment or novation of claims underlying the I/C Payables (Clause 2.2.1) and debt obligations underlying the I/C Receivables (Clause 2.3.1) prior to the Closing Date, among other, by means of payment of the I/C Payables to the respective Seller or its Affiliates or vice versa to the Group Companies and request of ex lege assignment according to section 1422 ABGB.

The Purchaser shall pay, in accordance with Clause 3.4, as consideration for the transfer of the Sold Shares and all further assets of the Labels Business, the aggregate of:

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(the items set forth under Clauses 3.1.2(a) through 3.1.2(h) the “Purchase Price Items”);

(the “Purchase Price”).

An exemplary calcuation of the Purchase Price is attached hereto as Schedule 3.1.3.

As consideration for the transfer of the claims underlying the I/C Payables and the as- sumption of the debt obligations underlying the I/C Receivables, the Purchaser shall pay to Seller 3 the I/C Payables Amount minus the I/C Receivables Amount (the “I/C Payables Purchase Price” and together with the Purchase Price the “Consideration”).

On the Business Day prior to the Closing Date, Purchaser shall prepare in good faith and deliver to the Company a certificate signed by the chief financial officer or other executive officer of Purchaser setting forth (y) the number of MCC Shares issued and outstanding as of the close of business two (2) Business Days prior to the Closing Date, and (z) a calculation of the number of MCC Shares to be included in the Stock Purchase Price and the amount of the Preliminary Cash Purchase Price.

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applicable Laws as regards notification and Tax payment obligations in China and shall notify the Purchaser thereof, including any tax assessment of the SAT, and provide copies of the relevant correspondence with and decisions of the SAT, to the Purchaser without undue delay. Should Seller 2, or, as the case may be, the Chinese entity nominated by the Purchaser, not comply with its obligations in China, the Seller shall indemnify the Purchaser against all cost and expenses resulting from such noncompliance.

The Parties acknowledge and agree that the MCC Shares to be issued pursuant to this Clause 3 will not, at the time of issuance, be registered under the Securities Act, or under any state securities Laws, and are being offered and sold in reliance upon United States federal and state exemptions for transactions not involving any public offering. Each certificate representing MCC Shares covered by this Agreement (if such shares are certificated) shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS.

In the event that any of the MCC Shares to be issued pursuant to this Agreement (i) become registered under the Securities Act or (ii) are eligible to be transferred without restriction in accordance with Rule 144 or another exemption from registration under the Securities Act, Purchaser shall issue new certificates or other instruments representing such MCC Shares, which shall not contain the legend in this Clause 3.5 and shall instruct its transfer agent to make any necessary notations in the share register book of Purchaser to reflect the removal of such legend; provided such Seller surrenders to Purchaser the previously issued certificates or other instruments, if any, together, in the case of clause (ii) of this paragraph, with a customary representation letter or opinion of counsel regarding such person’s eligibility to sell under Rule 144 or such other exemption. Sellers acknowledge that MCC Shares shall be subject to additional restrictions as set forth in the Investors’ Rights Agreement.

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If, between the Signing Date and the Closing Date, there is a change in the number of outstanding MCC Shares by reason of a reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares with respect to MCC Shares, the Stock Value shall be appropriately adjusted to provide to the Parties the same eco- nomic effect as contemplated by this Agreement prior to such event.

The respective obligations of the Sellers and the Purchaser to effect the consummation of the transactions contemplated hereby and to perform the Closing Actions shall be subject to the fulfillment or waiver of the following condition(s) precedent (aufschiebende Bedingung(en)) (the “Closing Conditions”):

Each of Sellers’ and Purchaser’s obligations to close the transaction contemplated by this Agreement shall be subject to the fulfillment or waiver of the following condition(s) precedent (aufschiebende Bedingung(en)):

Approval of the transaction by all relevant authorities in respect of the filings or approvals specified in Schedule 4.1, whether or not conditions or obligations are imposed which could affect the Purchaser, and/or all applicable waiting periods in connection therewith having expired or terminated (the “Regulatory Clearances”), if the Parties’ respective legal counsels mutually determine that a filing or approval is not required in any particular jurisdiction as listed in Schedule 4.1, such respective Regulatory Clearance in such jurisdiction shall not be deemed to be included in Schedule 4.1 any more and no longer deemed being a Regulatory Clearance under this Clause 4.1 under this Agreement.

Sellers’ obligations to close the transaction contemplated by this Agreement shall be subject to the fulfillment or waiver of the following condition(s) precedent (aufschiebende Bedingung(en)):

The warranties and representations made by Purchaser in Clause 9.1 shall be true and correct on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) with the same effect as if such warranties and representations had been made on and as of the Closing Date; provided that this condition shall be deemed fulfilled despite a breach so long as the Losses to Seller that would result from such breach are less than or equal to EUR 30,000,000 (in words: thirty million Euros) or such breach is cured within ten (10) days of the date on which the Purchaser is notified by any Seller, or Purchaser notifies any Seller, thereof.

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Purchaser’s obligations to close the transaction contemplated by this Agreement shall be subject to the fulfillment or waiver of the following condition(s) precedent (aufschiebende Bedingung(en)):

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The Parties shall keep each other informed on the progress and status of the fulfillment of the Closing Conditions and each Party shall immediately notify the other Parties in writing with respect to the satisfaction of a (part of) the Closing Conditions and shall present to the other Party documents evidencing, to the reasonable satisfaction of the other Party, the fulfillment of the respective Closing Conditions.

The Sellers may fully or partially waive the Closing Condition pursuant to Clause 4.2, provided that such a waiver shall not be deemed a waiver of the underlying obligations in relation to the respective Closing Condition. The Purchaser may fully or partially waive the Closing Conditions pursuant to Clause 4.3, provided that such a waiver shall not be deemed a waiver of the underlying obligations in relation to the respective Closing Con- ditions.

Subject to the terms and conditions of this Agreement, the transactions contemplated by this Agreement shall be consummated (“Closing”) on the later of (i) October 2, 2017, and (ii) following such date, the last calendar day of the month in which the Closing Conditions have been satisfied, provided that there are at least ten (10) Business Days between the date when the last Closing Condition has been satisfied and the relevant last calendar day and otherwise the last calendar day of the following month or on such other day as may be agreed upon by the Parties in writing (message by facsimile to be sufficient) (“Closing Date”) at the offices of Freshfields Bruckhaus Deringer LLP, Bockenheimer Anlage 44, 60322 Frankfurt am Main, Germany or any other day as mutually agreed by the Purchaser and the Sellers.

At Closing, or in each respective Party’s discretion prior to Closing, the Parties shall take the following actions and measures or cause such actions and measures to be effected simultaneously as set out below (“Closing Actions”):

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After performance or waiver of the obligations set out in Clause 5.2, the Parties shall execute a Closing Memorandum substantially in the form set out in Schedule 5.3 confirming that the Closing Actions have been completed and that Closing has occurred (the “Closing Memorandum”).

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and shall be prepared in accordance with the Accounting Principles (the “Closing Financial Statements”).

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The Sellers and the Purchaser shall each pay their internal costs and expenses in connection with the preparation, review and agreement or determination of the Closing Financial Statements. All fees and disbursements of the Accounting Firm due in connection with the provision of the services contemplated hereunder shall

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be shared between the Sellers and the Purchaser in the proportion they have prevailed in or lost their case, thereby applying the provisions of Sections 41 et. seq. of the Austrian Code of Civil Procedures (Zivilprozessordnung) by analogy. In its ex- pert opinion, the Accounting Firm shall finally decide in which proportion the Parties shall bear the Accounting Firm’s fees and to the extent disputed between the Parties, the Accounting Firm shall further decide in which proportion the Parties shall bear the reasonable external costs of the Sellers and the Purchaser in connection with the Closing Financial Statements.

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As of the Signing Date and as of the Closing Date, none of the Material Group Companies is insolvent or illiquid or over-indebted with insolvency Proceedings having to be initiated or opened due to such insolvency or over-indebtedness and no insolvency Proceedings have been initiated or opened with respect to any of the Material Group Companies. To the Sellers’ Knowledge, there are no circumstances that would justify the opening of or would oblige the management of any Material Group Company to apply for the opening of bankruptcy or insolvency Proceedings with respect to any Material Group Company as a result of being unable to pay its debts (zahlungsunfähig) or being over-indebted (überschuldet).

Seller 1 (i) is acquiring the Stock Purchase Price solely for its own account for investment purposes and not with a view to the distribution thereof, (ii) is a sophisticated investor with knowledge and experience in business and financial matters, (iii) has received certain information in order to evaluate the merits and the risks inherent in acquiring and holding Stock Purchase Price, (iv) is able to bear the economic risk and lack of liquidity inherent in holding Stock Purchase Price, and (v) is an accredited investor within the meaning of Rule 501 of the Securities Act.

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None of the Sellers nor any of their Affiliates or associates (as defined in Chapter 1704 of the Ohio Revised Code) beneficially owns (within the meaning of (A) Section 13 of the Exchange Act and the rules and regulations promulgated thereunder or (B) Chapter 1704 of the Ohio Revised Code), or will prior to the Closing Date beneficially own, any shares of capital stock of Purchaser, or is a party, or will prior to the Closing Date become a party, to any contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of Purchaser.

The draft financial statements of the Labels Business as of December 31, 2016, copies of which are attached as part of Schedule 7.7 (the “Financial Statements”) have been prepared, in all material respects, in accordance with the Accounting Principles and consistent with past practice, and provide, in all material respects, a true and fair view of the respective Labels Business, and the relevant companies’ assets and liabilities, the financial condition and results of operation as of the periods covered thereby in all material respects.

Except as set forth in Schedule 7.8, as of the Signing Date, no Group Company is a party to any company agreement (Unternehmensverträge) within the meaning of Section 238 of the Austrian Stock Corporation Act (AktG) or Section 291 et seq. of the German Stock Corporation Act (Aktiengesetz).

Except as set forth on Schedule 7.9, the execution, delivery and performance of this Agreement and each other agreement contemplated hereby by each Seller does not and will not, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in any violation of, or constitute a default under, (A) the organizational or governing documents of such Seller or any Material Group Company, or (B), any Law; or (ii) result in the creation of any Encumbrance on the Sold Shares except for Regulatory Clearances.

Since December 31, 2016, (i) the Labels Business has been conducted, in all material respects, in the ordinary course of business, consistent with past practice, and (ii) there has been no change in the financial condition or operating results of the Business which is reasonably expected to have a material adverse effect on the Labels Business taken as a whole.

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Except for (i) services to be provided under the TSA and the IT TSA, and (ii) the assets and agreements of the Afripack Labels Operations to be purchased pursuant to Clause 11.7, the Group Companies own or hold lawful possession of all material assets which are necessary to carry out the Labels Business in substantially the same fashion and manner as conducted as of the Signing Date, the lack of which would have a material adverse effect on the Group Companies taken as a whole.

To the Sellers’ Knowledge, no Group Company is in material violation of any Law, Permit or Order applicable to the Labels Business, the violation of which would result into a material adverse effect for such respective Group Company.

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into or from the United States or any foreign country (including without limitation, the Export Administration Regulations and the International Traffic in Arms Regulations), and (ii) relating to economic sanctions or embargoes (including without limitation, U.S. sanctions regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control), corrupt practices, money laundering, and compliance with unsanctioned foreign boycotts.

No Group Company is a party, including as plaintiff, defendant or otherwise, to any court or arbitration or public authority Proceedings involving an amount in dispute in excess of EUR 500,000 in an individual case, except as specified in Schedule 7.15, and no such litigation has, to the Sellers’ Knowledge, been threatened to any of the Group Companies.

Except as set forth in Schedule 7.16, to the Sellers’ Knowledge, no Group Company has received or applied for any subsidies (Subventionen) including any employment related benefits on a subsidy or grant basis or public grants (Zuschüsse) within the last three (3) years prior to the Signing Date. The consummation of the transactions contemplated hereunder will not trigger any repayment obligations or termination rights in relation to such subsidies or benefits or public grants.

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Schedule 7.21 sets forth insurance policies concluded by entities outside the Labels Group and covering any Group Companies (the “Insurance Policies”). To the Sellers’ Knowledge, such insurance policies are in full force and effect and are not void or voidable and all premiums payable to date have been paid.

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Except as set forth in Schedule 7.23, the Group Companies have no obligations or liabilities to pay (i) any fees or commissions to any advisor, broker or finder, or (ii) any severance or similar benefit or transaction, exit or other bonuses to any director or employee of the Labels Business, in each case of (i) and (ii) in connection with the transactions contemplated hereunder or the execution of this Agreement, and (iii) any Taxes in relation to the foregoing (“Transaction Costs”).

If a Breach affects the level of a Group Company, any Losses to be compensated by the Sellers in accordance with the foregoing in this Clause 8, if any shall be limited to the actual Losses, for not wholly-owned Group Companies on a pro rata beneficial owner basis. There shall, for the avoidance of doubt, not be any double-counting/double-compensation of Losses.

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The Purchaser shall not be entitled to bring any claim (including, but not limited to, a Breach) against any of the Sellers under, or in connection with, this Agreement (a “Purchaser’s Claim”) and the Sellers shall not be liable to the extent:

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provided, however that in each case, Purchaser shall only be prohibited from bringing a Purchaser’s Claim with respect to the portion of any Losses arising from Purchaser’s failure to comply with its obligations pursuant to this Clause 8.2.2; or

The Sellers shall not be liable for any Purchaser’s Claim to the extent that it would not have arisen but for any voluntary act, omission or transaction carried out:

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The liability of the Sellers for the Purchaser’s Claims pursuant to Clause 8.1.1 shall further be limited as follows:

provided, however, that the limitation set forth in this Clause 8.5.1 shall not apply to any claims brought against the Sellers under Clauses 7.2, 7.3, 7.4, 7.19.2 and 7.23.

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In the event that any action, potential claim, demand or Proceeding with respect to which the Sellers might be liable under this Agreement (a “Third Party Claim”) is asserted or announced by any third party (including any Governmental Entity) against the Purchaser or any Group Company (the “Claim Addressee”):

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a Third Party Claim without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed. Purchaser shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Sellers’ right to control the defense thereof.

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The Purchaser acknowledges and agrees that

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The Parties agree that no provision of this Agreement, except as explicitly set forth herein, constitutes a contract for the benefit of a third party within the meaning of Section 881 ABGB or otherwise (kein Vertrag zugunsten Dritter oder mit Schutzwirkung für Dritte).

For documentary purposes, the USB sticks containing the Data Room including the Q&A documentation (each as part of the Disclosed Information) as well as certain other information that has been provided to the Purchaser and been stored on an USB-stick have been delivered to the acting notary with the instruction to store the same for the purpose of evidence for a period of sixty-six (66) months from the date hereof or until receipt of joint instructions by the Parties as to the further use thereof, whichever the earlier. The Parties shall each receive a copy of such USB sticks (including a confirmation from the data room provider that the Disclosed Documents have remained unchanged as of July 13, 2017). The acting notary shall preserve the USB sticks in accordance with deposit instructions attached hereto as Schedule 8.13.

Except in the case of fraud or willful misconduct and as against any individual or entity who has acted fraudulently or willfully, the Sellers agree and undertake with the Purchaser that neither any Seller nor any Affiliate of any Seller has any rights against, and will waive and shall not make any claim against, any director, officer, employee, adviser or agent of any of the Group Companies, on whom the Sellers may have relied before agreeing to any term of this Agreement or before entering into this Agreement.

Except in the case of fraud or willful misconduct and as against any individual or entity who has acted fraudulently or willfully, the Purchaser agrees and undertakes with the Sellers that neither it nor any Affiliate of the Purchaser has any rights against, and will waive and shall not make any claim against, any employee, director, officer, adviser or agent of any of the Group Companies, the Sellers or any Affiliates of the Sellers not being Group Companies, on whom the Purchaser may have relied before agreeing to any term of this Agreement or before entering into this Agreement. The Purchaser acknowledges the discharge (Entlastung) of the individuals listed in Clause 5.2.16 prior to the execution of this Agreement by the respective shareholder(s).

The Parties have discussed and negotiated if, and to what extent, the Purchaser shall be liable for defects related to Purchaser and have decided to depart from the statutory warranties regarding goods (gesetzliche Gewährleistung). They have agreed to replace the statutory system and provide for an independent catalogue of specific rights of the Sellers individually agreed and set forth in this Clause 9.

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The Purchaser hereby represents and warrants to the Sellers that the statements set forth in this Clause 9 are true and correct as of the Signing Date (other than the statements in Clauses 9.1 and 9.3.1 which shall be true and correct as of the Signing Date and as of the Closing Date). The representations and warranties in Clauses 9.1 through 9.7 below shall constitute separate, independent obligations of the Purchaser and the scope and content of each representation and warranty and any liability arising hereunder shall be exclusively defined by the provisions of this Clause 9, which provisions form an integral part of such representations and warranties.

The Purchaser has at its disposal immediately available funds as set forth in Clause 9.2.1 for the benefit of the Sellers required in order to fulfill its obligations under this Agreement.

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no such consent from Sellers shall be required for any waiver or agreement to waive that is de minimis or technical in nature and does not otherwise adversely affect the certainty of, the conditions for utilization of, or amount of, the Financing in any respect.

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for Equity Securities or voting securities of MCC (the items in clauses (i), (ii) and (iii) being referred to collectively as the “MCC Securities”). As of the Signing Date, there are no outstanding obligations of Purchaser or any subsidiary of Purchaser to repurchase, redeem or otherwise acquire any MCC Securities (or equivalent securities or equity equivalents of any MCC Subsidiary). As of the Signing Date, there are no “phantom” stock or equity rights outstanding pursuant to which Purchaser or any subsidiary of Purchaser could be required to issue MCC Securities (or equivalent securities or equity equivalents of any MCC Subsidiary) or make payments measured by or with respect to MCC Securities (or equivalent securities or equity equivalents of any MCC Subsidiary).

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Reports, (ii) obligations or liabilities incurred since January 1, 2017 in the ordinary course of business, consistent with past practice, (iii) obligations or liabilities arising out of this Agreement or incurred at the prior written request or with the prior written consent of the Sellers, or (iv) obligations or liabilities that would not reasonably be expected, individually or in the aggregate, to be materially adverse to Purchaser and its Subsidiaries, taken as a whole.

Neither Purchaser nor any subsidiary of Purchaser is a party, including as plaintiff, defendant or otherwise, to any court or arbitration or public authority Proceedings involving an amount in dispute in excess of EUR 500,000 in an individual case, and no such litigation has, to the Purchaser’s knowledge, been threatened to Purchaser or any of its subsidiaries.

To Purchaser’s Knowledge, Purchaser is not in material violation of any Law, Permit or Order applicable to Purchaser.

Neither Purchaser nor any person acting on its behalf has taken any action (including any offering of any securities of Purchaser under circumstances which would require integration of such offering with the offering of any MCC Shares to be issued pursuant to this Agreement under the Securities Act) which might subject the offering and issuance of any of the MCC Shares to the Sellers pursuant to this Agreement to registration requirements of the Securities Act.

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provided, however, that the limitation set forth in this Clause 9.8.2 shall not apply to any claims brought against the Sellers under Clause 9.1.

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The Purchaser unconditionally and irrevocably agrees to indemnify and pay to the Sellers or any Affiliate of the Sellers within ten (10) Business Days from the first written demand, an amount equal to any liability that the Sellers or Affiliate of the Sellers may incur as a result or of in connection with any return of contributions (Einlagenrückgewähr) or similar concepts under foreign Law, whether in cash or in kind, paid or made by any Group Company to the Sellers or any Affiliate of the Sellers not in accordance with applicable Austrian or foreign Law provided that such return of contributions (Einlagenrückgewähr) or repayment according to similar concepts under foreign Law has been effected prior to the Closing Date; provided, however that this Clause 9.10 shall not apply in the case of (i) any Proceeding for the winding up, bankruptcy or insolvency of any Group Company; or (ii) if the liability is based on a claim brought by a Group Company which at the time the claim is made has ceased to be a subsidiary or Affiliate of Purchaser.

the Purchaser shall, and shall procure in each case to the extent such liability or obligation is based on facts that have occurred prior to Closing, indemnify and hold harmless the Beneficiaries in respect of the relevant liability or obligation unless and except to the extent (x) the respective Seller is liable for such a matter vis-à-vis the Purchaser under the terms of this Agreement, (y) the liability of the respective Seller or the Beneficiaries results from fraud (Arglist) or willful misconduct (Vorsatz), or (z) the liability or obligations results from or relates to a breach of this Agreement.

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To the extent that the above provisions of this Clause 10 impose or give rise to obligations on the part of the Purchaser with regard to persons and parties other than the Sellers, such provisions shall constitute contracts for the benefit of such persons or parties (echter Vertrag zugunsten Dritter).

The Sellers shall issue an instruction to the managing directors of the Companies stating that, and so far as legally permissible, from the date hereof until the Closing Date the Group Companies shall, except (i) as otherwise set-forth in this Agreement, or (ii) as permitted in Schedule 11.1, or (iii) if and to the extent being within their ordinary course of business, or (iv) upon prior approval of the Purchaser (which approval shall not be unreasonably withheld or delayed and such approval to be deemed to have been granted by the Purchaser in case the Sellers have not received a written objection in accordance with Clause 16.6 within three (3) Business Days):

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each of (a) through (g) provided that (i) in the event that pursuant to the assessment of any of the Sellers, after due inquiry with their advisors, any of the information requested under this Clause 11.3.2 qualifies as “Highly Confidential Information” as defined in the “Clean Team Agreement” dated May 31, 2017 between the Sellers and the Purchaser (the “CTA”) such information shall only be provided pursuant to the terms and conditions as set forth in the CTA and (ii) neither the Purchaser nor any Affiliate of the Purchaser has any rights against, and will waive and shall not make any claim against, any employee, director, officer, adviser or agent of any of the Sellers or of any Affiliates of the Sellers or of the Group Companies in connection with any information or measure provided or undertaken under or in connection with the cooperation obligations pursuant to this Clause 11.3.2.

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(“Carve-Out Purchase Price”) and at substantially the terms and conditions as set forth in the share purchase agreement attached hereto as Schedule 11.5.1.

Seller 1 and Seller 2 shall pay to the Purchaser, on a pro rata basis, an amount equal to the Taxes, including, in particular, the German Corporate Income Tax (Körperschaftsteuer), German Solidarity Surcharge (Solidaritätszuschlag) and German Trade Tax (Gewerbesteuer) on the capital gain (Veräußerungsgewinn), if any, realized by C Labels on the sale and transfer of the shares in the Carve-Out Companies.

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The Sellers shall use all reasonable efforts to procure that Afripack sells and transfers and the Purchaser shall use all reasonable efforts to procure that an entity nominated by the Purchaser purchases and acquires all agreements and assets of the Afripack Labels Operations on or prior to the Closing Date. The Parties shall cooperate and provide all relevant information as may be requested to ensure the approval of Nozala Packaging Holdings Pty. Ltd. to such transaction. The Parties assume that the purchase price for the Afripack Labels Operations will be approximately EUR 13,000,000.00 or any other purchase price as the Parties may mutually agree. Prior to the execution of the definite agreements

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regarding the Afripack Labels Operations, Afripack and the Purchaser shall agree on the exact purchase price (the “Afripack Purchase Price”). In case Afripack and the Purchaser cannot agree on an exact purchase price, either Party shall have the right to request a valuation of such assets and agreements by an international reputable audit firm, whose decision shall be binding for the Parties.

In case a Customer Agreement is being serviced not only by the Labels Group, but also by other subsidiaries of the Sellers, Seller 2 and the Purchaser shall use reasonable efforts to negotiate a split or duplication of the relevant Customer Agreement. For the avoidance of doubt, any information disclosed to the Purchaser in this context and any joint negotiation, shall be strictly limited to the Labels Business, and all remaining business areas affected by such contract shall remain the sole responsibility of Seller 2.

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In case a Supplier Agreement is being serviced not only by the Labels Group, but also by other subsidiaries of the Sellers, Seller 2 and the Purchaser shall use reasonable efforts to negotiate a split or duplication of the relevant Supplier Agreement. For the avoidance of doubt, any information disclosed to the Purchaser in this context and any joint negotiations shall be strictly limited to the part of the contract that relates to the Labels Business, and all remaining business areas affected by such contract shall remain the sole responsibility of Seller 2.

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Following the Signing Date, Sellers and Purchaser shall work together in good faith (and with applicable third parties as appropriate) to provide for the termination, extension or other agreeable relationship with respect to the factoring agreements listed in Schedule 11.11 (“Factoring Agreements”).

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The Parties acknowledge that Seller 3 has issued the guarantees listed in Schedule 11.13 for obligations of the Group Companies towards third parties (“Guarantees”). The Purchaser shall undertake reasonable best efforts to release such Guarantees as soon as possible after the Closing Date, including, for the avoidance of doubt, by offering the third party a bank guarantee in the same amount.

To the extent the Purchaser cannot effect such release of any Guarantee, the Purchaser shall procure that the relevant Group Company terminates the underlying agreement at the next possible date. The Purchaser hereby indemnifies and agrees to hold Seller 3 harmless against any and all liabilities, obligations and costs arising after the Closing Date under or in connection with such Guarantee.

Prior to the Closing, and upon Purchaser’s written request Sellers shall use, and Sellers shall cause the Group Companies to use, reasonable efforts to cooperate in Purchaser’s development and implementation of a comprehensive Tax planning strategy for Purchaser and the Group Companies for the period following the Closing Date; provided that Purchaser shall be obligated to pay all out-of pocket fees or expenses (including any incremental Taxes) of Sellers, (prior to Closing) any Group Company and Sellers’ Affiliates in connection with any such cooperation or requests.

No later than ten (10) Business Days prior to the Closing, Purchaser may designate, by written notice to Sellers, one or more subsidiaries of Purchaser (each of which will be deemed a Purchaser hereunder) to purchase the Sold Shares, or any other assets to be purchased hereunder. Purchaser will cause each such subsidiary (a) to duly execute and deliver all documents, agreements, and instruments required to be executed and delivered by such subsidiary as a Purchaser under Clause 5.2 or otherwise under this Agreement, and (b) if requested in writing by Sellers or any Governmental Entity, to execute a joinder to this Agreement. In the event Purchaser shall provide any Seller with a proposed designation of Purchaser(s) for review and comment and in the event any Seller informs Purchaser promptly after receipt thereafter, that Sellers expect to incur additional expense as a result of the designation of such Purchaser beyond what otherwise would have been incurred by such Seller, Purchaser shall reimburse the Sellers from any additional Taxes arising in connection with or resulting from such designation as opposed to Purchaser purchasing such Shares.

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For the avoidance of doubt, from and after the Closing, (A) the Labels Business shall cease to be insured by Sellers’ or its Affiliates’ current and historical insurance policies or programs (other than its insurance policies in accordance with the terms of this Clause 11.16), (B) none of Purchaser or its subsidiaries (including the Group Companies) shall have any access, right, title or interest to or in any such policies or programs except as described in this Clause 11.16, and (C) Purchaser shall be solely responsible for providing insurance to the Labels Business for any events occurring on or after the Closing.

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The Parties shall work together in good faith to agree upon the allocation of the Purchase Price Items among the Sold Shares and further assets of the Labels Business, which allocation shall be acknowledged by the Parties in writing prior to Closing. Each Party agrees for all Tax reporting purposes to report the transactions consistently with the allocation agreed upon by Sellers and Purchaser. The Parties shall make appropriate adjustments to such allocations to reflect any adjustments to the Purchase Price. Neither Sellers nor Purchaser shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law.

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unless otherwise agreed by the Parties.

Purchaser and its Affiliates may use the supply of product literature and advertising that is part of the inventory until the later of (i) the date such supply is exhausted or (ii) the end of the period of six months after the Closing Date. Purchaser and its Affiliates may sell and otherwise distribute the supply of products that is part of the inventory at Closing, even though the products bear the name “Constantia” for a period of six months after the Closing Date (the “Initial Phase-out Period”).

Neither the Purchaser nor any of its Affiliates nor any Group Company shall use the trademarks (i) CFlex, Constantia Flexibles and Constantia or any similar marks more after the Initial Phase-out Period, and (ii) People, Passion and Packaging or any similar marks after Closing (“Sellers’ Retained Intellectual Property Rights”).

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In the event of a termination of this Agreement (Rücktritt) in accordance with and except as otherwise provided in this Clause 13, all rights and obligations of all Parties hereunder shall terminate without any liability of the Sellers towards the Purchaser or Purchaser towards Sellers, except that

Absent a material breach by Purchaser as described in Clause 13.2.3(b) above, the lump-sum payment set forth in Clause 13.2.3(a) shall be Purchaser’s sole liability for a termination pursuant to this Clause 13.2.3, and following such termination and such payment Purchaser shall have no further liability of any kind for any reason in connection with this Agreement or the transactions contemplated hereby.

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No Party will issue any further press release or other public communication relating to this Agreement or the transactions contemplated hereby and/or will disclose any details regarding these transactions and the content of this Agreement (including the negotiations relating to this Agreement) to any third party (other than to its respective representatives, advisors and financing institutions in connection with the preparation, negotiation, financing and the completion of this Agreement and the transactions stipulated herein in each case subject to appropriate confidentiality obligations without the consent of the other Party), provided, however, that no Party shall be prevented from making disclosures required by applicable Law or any listing agreement with any national securities exchange or is disclosed in line with customary Wendel practice.

The obligations of confidentiality in Clause 14.1 shall not apply to confidential information, which was or is lawfully obtained from other sources, which was or is or becomes generally available to the public, which ceases to be a trade secret, or which is required to be disclosed to a competent (arbitral) tribunal or Government Entity, including pursuant to an Order or applicable Law by a Governmental Entity otherwise in connection with any Proceeding (including, in response to oral questions, interrogatories or requests for information or documents).

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All costs and expenses, including, without limitation, filing and registration fees as well as any transfer Taxes including, without limitation, real estate transfer Tax (Grunderwerbsteuer), stamp duties (Rechtsgeschäftsgebühren), recording and similar domestic or foreign Taxes or charges or other public levies arising in connection with the execution, completion and/or implementation of this Agreement and all related documents, instruments and schedules, as well as the notary fees in connection with the execution of this Agreement in the form of a notarial deed, as well as the costs of any merger control Proceedings or other governmental approvals or filings connected with the execution and implementation of this Agreement, except as explicitly set forth otherwise in this Agreement, shall be borne by the Purchaser who undertakes to indemnify and hold the Sellers harmless in this respect; provided all filings fees and legal costs associated with the filings required under the HSR Act of the Sellers shall be borne by the Sellers; and any other merger control Proceeding shall be borne by the Purchaser. The Parties agree to keep

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Each Party shall be responsible for and bear its own costs and expenses incurred in connection with the preparation, conclusion and consummation of this Agreement and the transactions contemplated thereby, including, without limitation, the costs and expenses of its advisors, in particular attorneys’ fees, auditors’ fees, as well as fees of financial advisors, if any.

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For purposes of any thresholds contained in any of the Sellers’ Representations and Warranties, any reference to EUR shall include the equivalent in any foreign currency at the official exchange rate as published by the European Central Bank (ECB) on the Signing Date, or, should the Signing Date not be a Business Day, at the official exchange rate as published by the European Central Bank (ECB) on the last Business Day preceding the Signing Date.

This Agreement, including the Exhibits and Schedules, contains the entire agreement of the Parties with respect to the subject matter hereof. Any supplements or amendments to or the termination of this Agreement, as well as any declarations to be made hereunder, shall be valid only if made in writing, or if required by Law, in due notarial form. This shall also apply to any change to, or cancellation of, this provision.

Unless provided otherwise in this Agreement, all declarations (Willenserklärungen) to be made or notices to be given by the Parties under this Agreement shall be in the English language and delivered to the other Party by hand or sent by registered letter, postage prepaid and return receipt requested, or by electronic mail or facsimile at the respective address set forth below:

Constantia Flexibles Group GmbH

Attn.: Mr. Martin Schneeweiss

Rivergate, Handelskai 92

1200 Vienna

Austria

Email: Martin.Schneeweiss@cflex.com

Fax: +43 (1) 888 5640 9 1220

1. Binder Grösswang Rechtsanwälte GmbH

Attn.: Dr. Thomas Schirmer

Sterngasse 13

1010 Vienna

Austria

Email: schirmer@bindergroesswang.at

Fax: + 43 (1) 534 80 - 8

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2. Willkie Farr & Gallagher LLP

Attn.: Mario Schmidt

          Dr. Axel Wahl

An der Welle 4

60322 Frankfurt am Main

Germany

Email: mschmidt@willkie.com

            awahl@willkie.com

Fax: + 49 (0) 69 79 302 222

Multi-Color Corporation

Attn: Nigel Vinecombe

          Sharon E. Birkett

4053 Clough Woods Drive

Batavia, Ohio 45103

United States of America

Email: nvinecombe@mcclabel.com

            sbirkett@mcclabel.com

with a copy to:

1. Keating Muething & Klekamp PLL

Attn: Michael J. Moeddel

One East Fourth Street

Suite 1400

Cincinnati, Ohio 45202

United States of America

Email: MMoeddel@kmklaw.com

2. Freshfields Bruckhaus Deringer

Attn: Willibald Plesser

Seilergasse 16

1010 Vienna

Austria

Email: willibald.plesser@freshfields.com

Fax: +43 1 512 63 94

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Should a provision of this Agreement, or a provision included in this Agreement at a later point in time, be or become invalid or null and void as a whole or in part, or should a gap in this Agreement become evident, this does not affect the validity of the remaining provisions or parts thereof. The invalid or null and void provision shall be deemed replaced, or the gap shall be deemed filled, as the case may be, with effect ex tunc by such valid regulation which in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement.

Unless expressly provided otherwise herein, the Purchaser may not (i) set off (aufrechnen) any rights and claims it may have against any rights or claims any other party may have under this Agreement or otherwise, or (ii) refuse to perform any obligation it may have under this Agreement on the grounds that it has a right of retention (Zurückbehaltungsrecht) unless the rights or claims of the relevant party claiming a right to set off (Aufrechnung) or retention have been acknowledged (anerkannt) in writing by the relevant other Party/Parties or have been confirmed by final decision of a competent court (Gericht).

The Purchaser shall not, in whole or in part, transact in rem (verfügen) or by contract, covenant or agreement in any claims (including future or contingent claims) arising from or in connection with this Agreement by way of sale, transfer, agreement, covenant, assignment, encumbrance or otherwise without the prior written consent of the Sellers; provided, that Purchaser may pledge or collaterally assign its rights under this Agreement to one or more Financing Sources or any administrative agent, collateral agent or security trustee of such persons without the prior written consent of the other Parties as collateral security for its obligations under the Financing Documents. This shall, without limitation, also apply to any disposal by way of a demerger or a contribution or by way of another kind of reorganization unless the Purchaser’s claims arising from and in connection with this Agreement are by way of such demerger transferred together with all or substantially all other assets of the Purchaser to one and the same receiving entity. The transfer restrictions pursuant to this Clause 16.9 shall not apply (i) in the event of an assignment to banks (or their agent(s)) that are financing all or part of the Purchase Price and/or the I/C Payables Purchase Price under this Agreement, or (ii) in connection with the assignment by Purchaser of any of its rights and interests to any of its subsidiaries or Affiliates provided that such assignment shall not prevent, delay or otherwise interfere with the Closing and provided further that no such assignment shall relieve Purchaser of any of its obligations hereunder.

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From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively undertake the transactions contemplated by this Agreement and each other agreement entered into in connection herewith and to carry out the intent of this Agreement and each other agreement entered into in connection herewith. Without limiting the generality of the foregoing, to the extent that any assets used primarily (i) by the Labels Group but owned by any entity other than a Group Company is not transferred to a Group Company prior to Closing, upon becoming aware or being notified of such failure to transfer such asset, Sellers shall use commercially reasonable efforts to transfer such asset to a Group Company or other entity nominated by Purchaser and (ii) by any entity other than a Group Company but owned by the Labels Group is not transferred to an entity other than a Group Company prior to Closing, upon becoming aware or being notified of such failure to transfer such asset, Purchaser shall use commercially reasonable efforts to transfer such asset to an entity nominated by Sellers, in each case at Sellers’ sole cost and expense.

The Sellers hereby irrevocably agree, that the Sellers’ Representative is exempted from all restrictions imposed on self-dealing (including restrictions of multiple representations), and hereby is individually authorized to represent each of the Sellers individually and the Sellers collectively through any declaration or notice or action or any other legal measure in connection with or under this Agreement.

***

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Constantia Flexibles Germany GmbH

Stefan Grote

und/and

Kilian Braunsdorf

Mario Schmidt,

Georg Linde,

Jan Wilms,

Dr. Axel Wahl, LL.M.,

Dr. Jasmin Dettmar,

Daniel Zakrzewski,

Patrick Wacker,

Wolfgang Münchow,

Johannes Eckhardt, LL.M.,

Lukas Nein,

Andreas Feith,

Martin Waskowski,

Andreas Knödler, LL.M.,

Adrian Dengler,

Erik Göretzlehner,

Miriam Wolffsky,

Christopher Clerihew,

Ilie Manole,

Matthias Schudlo,

Karsten Silbernagel,

und/and

Dr. Stefan Bührle

Dr. Thomas Schirmer,

Dr. Andreas Hable,

Dr. Christian Wimpissinger,

Dr. Bernd Schneiderbauer,

Dr. Philipp Kapl,

Mag. Claudia Fochtmann,

Mag. Gottfried Gassner,

und/and

Mag. Cordelia Klauhs

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[signature page to follow]

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Constantia Flexibles Germany GmbH

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ÖFFENTLICHER NOTAR DR. CHRISTOPH BIEBER WIEN—INNERE STADT

Staatliche Gebühr € 14,30 entrichtet

Die Echtheit vorstehender                                                                                                                                                

Wien, am 13. (dreizehnten) Juli 2017 (zweitausendsiebenzehn)                                                          

		/s/ DR. CHRISTOPH BIEBER DR. CHRISTOPH BIEBER                 öff. Notar

certification number 4981/2017

I herewith certify that                                                                                                                                                                    

Vienna, 13^th (thirteenth) July 2017 (Two thousand and seventeen)                                                      

		/s/ DR. CHRISTOPH BIEBER DR. CHRISTOPH BIEBER öff. Notar

Constantia Flexibles International GmbH

Alexander Baumgartner

und/and

Stephan Philipp Otto Kühne

Mario Schmidt,

Georg Linde,

Jan Wilms,

Dr. Axel Wahl, LL.M.,

Dr. Jasmin Dettmar,

Daniel Zakrzewski,

Patrick Wacker,

Wolfgang Münchow,

Johannes Eckhardt, LL.M.,

Lukas Nein,

Andreas Feith,

Martin Waskowski,

Andreas Knödler, LL.M.,

Adrian Dengler,

Erik Göretzlehner,

Miriam Wolffsky,

Christopher Clerihew,

Ilie Manole,

Matthias Schudlo,

Karsten Silbernagel

und/and

Dr. Stefan Bührle,

Dr. Thomas Schirmer,

Dr. Andreas Hable,

Dr. Christian Wimpissinger,

Dr. Bernd Schneiderbauer,

Dr. Philipp Kapl,

Mag. Claudia Fochtmann,

Mag. Gottfried Gassner,

und/and

Mag. Cordelia Klauhs

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