Wittur International Holding GmbH: Conditional Notice of Redemption

WITTUR INTERNATIONAL HOLDING GMBH

CONDITIONAL NOTICE OF REDEMPTION

To the holders of the EUR225,000,000 8.50% Senior Notes due 2023 (ISIN: XS1188025438 (Rule 144A) / XS1188024548 (Regulation S); Common Code: 118802543 (Rule 144A) / 118802454 (Regulation S))

Wittur International Holding GmbH (formerly, Paternoster Holding III GmbH; the "Issuer") gives notice to the holders of its EUR225,000,000 8.50% Senior Notes due 2023 (the "Notes") of the redemption of the entire aggregate principal amount of outstanding Notes (the "Redeemed Notes"), in accordance with paragraph 5(b) thereof and Article 3 of the indenture dated as of February 17, 2015, as amended and supplemented from time to time (the "Indenture") among, inter alios, the Issuer, Wittur Holding GmbH (formerly, Paternoster Holding IV GmbH), as guarantor, Paternoster Holding II GmbH, as security provider, U.S. Bank Trustees Limited, as trustee (the "Trustee") and notes security agent, Elavon Financial Services DAC, UK Branch (formerly Elavon Financial Services Limited, UK Branch), as principal paying agent (the "Paying Agent") and transfer agent, Elavon Financial Services DAC (formerly Elavon Financial Services Limited), as registrar, and Credit Suisse AG, London Branch, as shared security agent. All capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Indenture. The terms and conditions of the redemption are as follows:

1. The redemption date for the Redeemed Notes will be October 4, 2019 (the "Redemption Date") and the record date will be October 3, 2019 unless postponed by the Issuer in accordance with paragraph 4 of this conditional notice of redemption (the "Conditional Notice of Redemption").

2. The redemption price of the Redeemed Notes is 102.125% of the aggregate principal amount of the Redeemed Notes, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the Redemption Date. The aggregate redemption amount for the Redeemed Notes is expected to be EUR232,384,375.00 (the "Redemption Amount"), which comprises (i) 102.125% of the principal amount of EUR225,000,000.00, amounting to EUR229,781,250.00 and (ii) accrued and unpaid interest and Additional Amounts, if any, to, but not including, the Redemption Date, amounting to EUR2,603,125.00.

3. The redemption of the Redeemed Notes is conditional upon the successful completion by the Issuer of one or more debt refinancing transactions on terms satisfactory to the Issuer that result in the Issuer receiving net proceeds sufficient to pay the Redemption Amount (the "Refinancing"). Accordingly, none of the Redeemed Notes shall be deemed due and payable on the Redemption Date unless and until the conditions set forth herein are satisfied or waived by the Issuer.

4. In the event that, in the Issuer's reasonable belief, the Refinancing will not be completed on or before the Redemption Date, the Issuer may postpone the Redemption Date to a date which is not more than 60 days after the date of this Conditional Notice of Redemption. If the Issuer elects to postpone the original Redemption Date, the Issuer will notify the Trustee and the Holders of (i) its election to postpone the original Redemption Date, (ii) the new Redemption Date and (iii) the amended Redemption Amount.

5. The Redeemed Notes must be presented and surrendered to the Paying Agent, which is Elavon Financial Services DAC, UK Branch, 5th Floor, 125 Old Broad Street, London EC2N 1AR, United Kingdom, to collect the Redemption Amount.

6. Unless the Issuer defaults in making payments in respect of the Redeemed Notes or the Paying Agent is prohibited from making such payments pursuant to the terms of the Indenture, interest and Additional Amounts, if any, on the Redeemed Notes shall cease to accrue on and after the Redemption Date, and the only rights of the Holders of the Redeemed Notes shall be to receive payment of the Redemption Amount upon surrender to the Paying Agent of the Redeemed Notes.

7. No representation is made by the Issuer, the Trustee or the Paying Agent as to the correctness or accuracy of the ISINs and Common Codes listed in this Conditional Notice of Redemption or printed on the Notes.

8. This Conditional Notice of Redemption is given on September 24, 2019.

This Conditional Notice of Redemption is given by:

Wittur International Holding GmbH

Enquiries about the above notice should be directed to the Issuer as set out below:

Wittur Holding GmbH Rohrbachstraße 26-30 85259 Wiedenzhausen Germany