Commentary & Deal Flow

MHP LUX S.A. ANNOUNCES INVITATION TO PURCHASE NOTES FOR CASH

15 January 2026

MHP Lux S.A. (the "Company" and, together with MHP S.E., the ultimate holding company and its consolidated subsidiaries and subsidiary undertakings, the "Group") has today launched an invitation to the holders (the "Noteholders") of its U.S.$550,000,000 6.95% Guaranteed Notes due April 3, 2026 (the "Notes") to tender for purchase for cash any and all of the U.S.$550,000,000 aggregate principal amount of Notes outstanding, subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions, including the Financing Condition (as defined below), set forth in a tender offer memorandum dated January 15, 2026 (as it may be amended or supplemented from time to time, the "Tender Offer Memorandum") in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer." Concurrently with the launch of the Tender Offer, the Company published on January 15, 2026 a conditional redemption notice, announcing its intention to redeem any outstanding Notes not tendered and accepted for payment pursuant to the indenture governing the Notes (the "Indenture"), subject to the closing of the New Notes Offering (as defined below) and the Notes accepted in the Tender Offer. Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available, subject to offer and distribution restrictions, on the Tender Offer Website:  https://deals.is.kroll.com/mhp.

Early Tender Deadline, Expiration Deadline and Redemption Date

The Early Tender Deadline is 5.00 p.m. (New York City time) on January 29, 2026, unless such time and date is extended by the Company (such time and date, as the same may be extended, the "Early Tender Deadline").

The Tender Offer will finally expire at 11:59 p.m. (New York City time) on February 12, 2026, unless extended (such time and date, as the same may be extended, the "Expiration Deadline").

Any remaining Notes not validly tendered and accepted for purchase will be redeemed on or about February 18, 2026 (the "Redemption Date"), subject to the Financing Condition.

Rationale for the Tender Offer

The purpose of the Tender Offer is to proactively and prudently address the Group's indebtedness under the Notes in advance of their maturity on April 3, 2026 and associated operational and financial risks, thereby facilitating Noteholders' seamless rollover into the New Notes Offering and the extension of their credit exposure. The Group is able to do so by issuing the New Notes, as well as through the Group's existing cash resources. The Company intends to deliver all Notes acquired pursuant to the Tender Offer to the Trustee for prompt cancellation.

New Notes Offering

Concurrently with the launch of the Tender Offer, the Group announced its intention to issue dollar-denominated senior fixed rate notes due 2029 (the "New Notes" and the offering thereof, the "New Notes Offering").

Whether the Company will accept for purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to settlement of the New Notes Offering in an amount which, together with a cash balance of U.S.$100 million, is sufficient to permit the Company to discharge its obligations under the Tender Offer on the Final Payment Date and the redemption of any remaining Notes on the Redemption Date. (the "Financing Condition"). The Company may accept for purchase any and all of the Notes validly tendered, subject to the Financing Condition. The acceptance for purchase by the Company of Notes validly tendered pursuant to the Tender Offer is at the sole discretion of the Company and tenders may be rejected by the Company for any reason. Notes accepted for purchase will in no circumstances be subject to pro ration.

Proceeds from the issuance of the New Notes will be used for purchasing the Notes in the Tender Offer and/or the concurrent  call option. Notes purchased by the Group pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold. Notes which have not been validly offered and accepted for purchase pursuant to the Tender Offer will be redeemed at par on the Redemption Date.

A Noteholder who wishes to subscribe for the New Notes in addition to tendering its Notes for purchase pursuant to the Tender Offer may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder (i) confirming such Noteholder's holdings to the Dealer Manager, (ii) confirming such Noteholder's tender or intention to tender to the Dealer Manager and (iii) making a separate application for the purchase of such New Notes to the Dealer Manager in its role as the Global Coordinator and Sole Bookrunner of the issue of the New Notes in accordance with the standard new issue procedures of the Global Coordinator and Sole Bookrunner prior to the pricing of the New Notes. See "Tender Offer" in the Tender Offer Memorandum for more information.

Cash to be Received for Tendered Notes

On the Early Payment Date, Noteholders that validly tender their Notes (and do not validly withdraw) such Notes at or prior to the Early Tender Deadline (provided such tender is received by the Tender and Information Agent at or prior to the Early Tender Deadline), if the Company accepts the tender of such Notes, will be paid (subject to the conditions and in accordance with the procedures described in the Tender Offer Memorandum):

·    the Early Tender Offer Consideration; and

·    an amount in cash in U.S. dollars equal to accrued and unpaid interest, if any, from (and including) the immediately preceding interest payment date up to but excluding the Early Payment Date (rounded to the nearest cent, with U.S.$0.005 to be taken as a full cent) (the "Accrued Interest Amount").

On the Final Payment Date, Noteholders that validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Deadline (provided such tender is received by the Tender and Information Agent at or prior to the Expiration Deadline), if the Company accepts the tender of such Notes, will be paid (subject to the conditions and in accordance with the procedures described in the Tender Offer Memorandum):

·    the Tender Offer Consideration; and

·    an amount in cash in U.S. dollars equal to accrued and unpaid interest, if any, from (and including) the immediately preceding interest payment date up to but excluding the Final Payment Date (rounded to the nearest cent, with U.S.$0.005 to be taken as a full cent) (the "Accrued Interest Amount").

The calculations of the Early Tender Offer Consideration or the Tender Offer Consideration, as applicable, and the relevant Accrued Interest Amount will be made by the Company and such calculations will be final and binding on all Noteholders, absent manifest error.

Acceptance of Tendered Notes

The Company intends to accept for payment any and all validly tendered and not validly withdrawn Notes at or prior to the Expiration Deadline. The Company reserves the right, in its sole and absolute discretion, not to purchase any Notes, subject to applicable law.

Conditions to the Tender Offer

The Tender Offer is subject to the settlement of the New Notes Offering (as described above) in an amount which, together with a cash balance of U.S.$100 million, is sufficient, along with cash resources on hand, to permit the Company to discharge its obligations under the Tender Offer on the Final Payment Date and the redemption of any remaining Notes on the Redemption Date. See "Tender Offer" in the Tender Offer Memorandum for more information.

Notes that are not successfully tendered for purchase pursuant to the Tender Offer and the terms and conditions set out in the Tender Offer Memorandum will be redeemed at par pursuant to the Indenture.

Expected Timetable of Events

The times and dates below are indicative only.

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receives instructions for such Noteholder to participate in the Tender Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission of Notes subject to the Tender Offer may be earlier than the relevant deadlines above.

The Company expressly reserves the right, in its sole discretion, subject to the requirements of applicable law, to, inter alia, (i) terminate, withdraw or re-open the Tender Offer, (ii) extend the Expiration Deadline or the Early Tender Deadline, and (iii) amend the terms of the Tender Offer.

For Further Information

A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the Tender Offer can be obtained from:

The Dealer Manager

The Tender and Information Agent

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction or submission should be directed to the Tender and Information Agent.

Subject to the offer and distribution restrictions, the Tender Offer Memorandum and any further announcements and amendments related to the Tender Offer may be obtained from the Tender Offer Website maintained by the Tender and Information Agent: https://deals.is.kroll.com/mhp.

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London SE1 9SG
United Kingdom

Telephone: +44 20 7704 0880
Attention: Owen Morris

Email: mhp@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/mhp