Promontoria Holding 264 B.V. Is Pricing an Offering of Senior Secured Notes, Comprised of €340m Fixed Rate Senior Secured Notes Due 2027, $400m Fixed Rate Senior Secured Notes Due 2027 and €250m Floating Rate Senior Secured Notes Due 2027

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF PROMONTORIA HOLDING 264 B.V.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

Promontoria Holding 264 B.V. (the “Issuer”) announced today that it has completed the pricing of its offering of €340,000,000 aggregate principal amount of its 6³/₈% senior secured notes due 2027 (the “Euro Fixed Rate Notes”), $400,000,000 aggregate principal amount of its 7⁷/₈% senior secured notes due 2027 (the “Dollar Fixed Rate Notes” and with the Euro Fixed Rate Notes, the “Fixed Rate Notes”) and €250,000,000 aggregate principal amount of its senior secured floating rate notes due 2027 (the “Floating Rate Notes”). The Euro Fixed Rate Notes will be issued at a price of 100% of principal amount, the Dollar Fixed Rate Notes will be issued at a price of 100% of principal amount and the Floating Rate Notes will be issued at a price of 100% of principal amount. The Issuer will pay interest semi-annually in arrears on each March 1 and September 1, commencing on September 1, 2022 on the Euro Fixed Rate Notes and on each March 1 and September 1, commencing on September 1, 2022 on the Dollar Fixed Rate Notes. The Issuer will pay interest quarterly in arrears on each March 1, June 1, September 1 and December 1, commencing on June 1, 2022 on the Floating Rate Notes. The notes will be the general, senior obligations of the Issuer and will be guaranteed by certain of the Issuer’s subsidiaries. The offering of the Notes is expected to close and the Notes are expected to be issued on or about February 9, 2022, subject to customary closing requirements.

About WFS

Founded in 1984, WFS (www.wfs.aero) is the world’s largest air cargo handler and one of the leading providers of ground handling and technical services with annual revenues of €1.4 billion. As of December 31, 2021, its approximately 30,000 employees serve around 300 customers globally at 165 major airport stations in 17 countries on five continents.

Cautionary Statement

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. The Notes will be offered in a private placement only to qualified institutional buyers pursuant to Rule 144A and non-U.S. persons pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws.

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of, within the European Economic Area (the “EEA”) the Prospectus Regulation (2017/1129) (the “Prospectus Regulation”), and, within the UK, Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation or UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA and UK.

This announcement is made to and directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) are persons falling within Articles 49(2) (a) to (d) of the Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

This announcement is not directed or otherwise intended to be made available to and should not be made available to any retail investors in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPS Regulation.

This announcement is not directed or otherwise intended to be made available to and should not be made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”), or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes, ‟estimates”, ‟anticipates”, “expects, ‟intends”, ‟may”, ‟will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding WFS’, the Issuer’s or their affiliates’ intentions, beliefs or current expectations concerning, among other things, WFS’, the Issuer’s or their affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that WFS’, the Issuer’s or their affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the WFS’, the Issuer’s or their affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

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Key Contacts:
Francois Mirallié, Group CFO
+44 (0) 203 771 4200
investorrelations@wfs.aero