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Letter to investors – Acquisition of thermal power plant

Dear investors,

With reference to our roadshow in April earlier this year as well as on our recent earnings call, we already informed you that we have been in discussions with our long-term energy partner EnBW Energie Baden-Württemberg AG (“EnBW”) regarding the potential acquisition by Progroup of EnBW’s wholly-owned subsidiary EnBW Propower GmbH (“EnBW Propower”). EnBW Propower owns the combined heat and power plant (the “CHP”) adjacent to our paper mill PM2 in Eisenhüttenstadt, which the CHP supplies with steam pursuant to a contracting arrangement we had entered into with EnBW Propower and certain other subsidiaries of EnBW in 2008.

We are now pleased to inform you that, on December 2, 2015, Progroup AG, our subsidiary Propapier PM2 GmbH, EnBW and certain subsidiaries of EnBW entered into a purchase agreement for the proposed acquisition by Progroup of EnBW Propower including the CHP and certain related assets for an aggregate purchase price (subject to customary post-closing adjustments) of €183.9 million. As discussed on our recent earnings call, we are planning to finance the purchase price for the CHP Acquisition by a mix of cash-in-hand and external debt financing, for which we already have fully secured commitments from our relationship banks. We are confident that the CHP Acquisition will allow us to significantly reduce our energy expenses, and we will provide you with more information about the CHP Acquisition in due course.

The CHP Acquisition remains subject to a number of conditions precedent, including approval by the competent anti-trust authorities and approval by the supervisory board of EnBW, but we expect to be able to complete the CHP Acquisition on or around December 31, 2015.

We thank you for your continuing support.

Jürgen Heindl               Frank Gumbinger
CEO and Chairman       CFO


Bernhard Schenk
E-Mail: bernhard.schenk*Den Text zwischen den * loeschen, dies ist ein Spamschutz*@progroup.ag
Telefon: +49 172 315 8796

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