Graphic Packaging Holding Company 15,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT dated May 30, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc.Underwriting Agreement • June 5th, 2013 • Graphic Packaging Holding Co • Paperboard containers & boxes • New York
Introductory. Each stockholder named in Schedule B hereto (collectively, the “Selling Stockholders”) of Graphic Packaging Holding Company, a Delaware corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), the shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule B hereto opposite such Selling Stockholder’s name. The aforesaid 15,000,000 shares of Common Stock to be purchased by the Underwriters are herein called the “Securities.”
