Offeree companyConstantia Packaging AG (FN 88214)
OfferorSulipo Beteiligungsverwaltungs GmbH
Acceptance period21 Jan to 01 Apr 2010, 17:30 hrs. Vienna local time
Offer priceEUR 38.67- per share of Constantia Packaging AG
Offer volume1,429,216 shares of Constantia Packaging AG
Premium6.1% (1M); 23% (3M); 52.2% (12M)

1. Reaching of the statutory minimum acceptance threshold of more than 50% of the permanent voting shares (ständig stimmberechtigte Aktien) in CPAG according to section 25a para. 2 ÜbG, whereby the CPBV-Shares, Reverse Participation Shares and CdC-Shares conditionally acquired by the Bidder are taken into account when calculating such threshold.

2. Non-prohibition and/or approval of the envisaged transaction by 30 June 2010, at the latest, by the competent antitrust authorities of (a) Brazil and (b) Russia.

3. Execution and validity until 1 April 2010 of two settlement agreements between CPBV on the one side and Immoeast AG and FriesGroup on the other side, which do not lead to any obligations and significant detrimental consequences for CPAG.

4. CPBV has not breached any of its following representations and warranties under the Share Purchase Agreement: (i) The CPBV-Shares owned by CPBV are free from any encumbrances, (ii) CPBV is entitled to dispose of the CPBV-Shares, (iii) the ownership in CPBV-Shares will be transferred to the Bidder free from any encumbrances and (iv) no insolvency proceedings have been initiated with regard to CPBV's assets.

5. Neither CPAG, AMAG, Duropack AG nor Flexibles GmbH have become illiquid (zahlungsunfähig) nor bankruptcy proceedings, debt composition proceedings or reorganization proceedings have been commenced or denied due to insufficient assets with respect to any of the aforementioned companies.

6. Only in the event that closing of the Share Purchase Agreement has not occurred by 28 February 2010 because only the condition precedent specified under (3) above has not been fulfilled, this Offer is subject to the condition precedent that, until the end of the Acceptance Period no change, event, incident or any other effect has occurred as a result of which the consolidated net assets of CPAG reported in the last quarterly financial statements of CPAG published prior to the expiry of the Acceptance Period were reduced or should have been reduced by 10% or more (compared to the consolidated net assets of CPAG in the amount of EUR 479.7 million, based on equity in the amount of EUR 728.8 million as reported in the IFRS quarterly financial statements dated 30 September 2009, less the hybrid bond in the amount of EUR 249.1 million; the quarterly financial statements have been and will be prepared in accordance with consistently applied accounting principles).

Paying agentUniCredit Bank Austria AG, Schottengasse 6 - 8, A-1010 Vienna
Share held by Offeror prior to announcement of bid0% (Constantia Packaging B.V. holds 90.79% as parties acting in concert)