Ad hoc: JH-Holding GmbH will invite holders of JH-Holding Finance SA's EUR 125,000,000 8.25%/9.00% PIK Toggle Notes due 2022 to offer their notes for purchase

Ad hoc announcement according to Art. 17 MAR

Luxembourg, 20 April 2017 - JH-Holding Finance SA (Reg. S ISIN: DE000A1Z0J96; Rule 144A ISIN: DE000A1Z0KA3) announces that JH-Holding GmbH, the sole shareholder of JH-Holding Finance SA, will invite holders of JH-Holding Finance SA's EUR 125,000,000 8.25%/9.00% PIK Toggle Notes due 2022 (Luxembourg Stock Exchange, Regulation S ISIN: DE000A1Z0J96) to offer such notes for purchase by JH-Holding GmbH. JH-Holding GmbH intends through the invitation to purchase notes for cash in a maximum aggregate principal amount of EUR 45,000,000 at a price of 110.25 % plus accrued interest.

The purpose of the invitation is to reduce the financial debt of the JH-Holding GmbH / JH-Holding Finance SA group. Therefore, all notes purchased by JH-Holding GmbH will be cancelled upon completion of the invitation. The proposed purchases will be funded primarily through a dividend payment from JH-Holding GmbH's subsidiary Progroup AG and partially by cash in hand.

The invitation will be limited to Regulation S notes (ISIN: DE000A1Z0J96). Further information and restrictions with regard to the invitation will be published in a tender offer memorandum.

This announcement is not an offer for and does not constitute a solicitation or invitation to offer any notes for purchase to any person.

For further information: JH-Holding Finance SA Attn: Mareike Sauerwein 14, rue Edward Steichen L-2540 Luxembourg Tel: +352 422 229 492 Email: mareike.sauerwein@vistra.com