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LR Health & Beauty SE lays foundation for positive future business performance with new financing structure 

• Company receives EUR 20 million of new capital and significantly reduces debt 
• Sustainable financing structure creates basis to implement targeted strategic measures to consistently drive LR’s success story 

Ahlen, 11 February 2026 – LR Health & Beauty SE, Europe’s leading social commerce company for high-quality nutritional supplements and beauty products, has today taken an important step to realign its financing structure. An agreement was reached with significant investors in the Company concerning a comprehensive restructuring of its 2024/2028 Bond (ISIN: NO0013149658) (the “Bond”) and the Company’s capital structure. This agreement provides for an aggregate injection of fresh capital of EUR 20 million. At the same time, the Company's debt structure is being significantly reduced and restructured.

Jörg Körfer, Chief Executive Officer of LR Health & Beauty SE, comments: “With this agreement on a realignment of our financing structure, we have reached an important milestone to reposition the LR Group to make it viable for the future. On the basis of a solid financing structure, we aim to initiate targeted strategic measures to now bring the LR Group onto a successful trajectory. The consistent digitalisation of our business processes, a focused further development of our product portfolio and our expansion into new markets are to play a central role in this context. Furthermore, our strong partner community represents an important foundation for the future success of our Company. Following the successful start-of-year events and the launch of an innovative new product under the LR Body Mission brand, we aim to create additional incentives for our partners' activities in the course of the year with promising product innovations.” 

LR Group

Under the motto “More quality for your life”, the LR Group – headquartered in the town of Ahlen/Westphalia – successfully produces and distributes various high-quality nutritional supplements and cosmetic products in 32 countries. As an attractive Social Commerce Company, LR supports the personal exchange in its community with efficient, digital solutions. The holistic tool “LR neo” offers the international partnership all business-relevant key figures and information for their LR business in one dashboard.

Since 1985, LR has been firmly established in the market as a “people business” with a focus on people and personal consultation. In times of changing working environments, the business model is particularly appealing to those who are looking for more flexibility, a better work-life balance and greater financial independence.

The processing of aloe vera has been one of LR’s core competencies for over 20 years. Only the leaf’s valuable inside is used for the products. In Ahlen, the company has built one of the most modern aloe vera production facilities for aloe vera drinking gels in Europe.

In the fall of 2009, LR founded the LR Global Kids Fund e.V., which supports disadvantaged children and their families in many countries around the world efficiently and without the usual red tape in cooperation with local institutions. For further information on our commitment to sustainability, please read our Sustainability Report.

Contact:

PR Contact: 
LR Health & Beauty SE    
Almut Kellermeyer     
Head of Corporate Communication     
Kruppstraße 55    
59227 Ahlen    
Phone: +49(0)2382 7658-106
E-mail: a.kellermeyer@LRworld.com
https://ir.lrworld.com/

IR Contact: 
cometis AG
Thorben Burbach 
Unter den Eichen 7 | Building D 
65195 Wiesbaden
Phone: +49(0)611 - 205855-23
Fax: +49(0)611 - 205855-66
E-mail: burbach@cometis.de

Disclosure of an inside information according to Art. 17 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR)

LR HEALTH & BEAUTY SE REACHES AN AGREEMENT WITH BONDHOLDERS AND SHAREHOLDER REGARDING A COMPREHENSIVE RESTRUCTURING OF THE 2024/2028 BOND – EUR 20 MILLION IN NEW CAPITAL AND SIGNIFICANTLY REDUCED DEBT STRUCTURE

Ahlen, 11 February 2026 – Today, LR Health & Beauty SE (the “Company”) reached an agreement with bondholders representing more than two thirds (2/3) of the nominal amount of the Company’s outstanding 2024/2028 bonds (ISIN: NO0013149658) (the “Bonds”) as well as the Company’s shareholder regarding a comprehensive restructuring of the Bonds and the Company’s capital structure. 
The restructuring comprises an aggregate equity and debt injection of EUR 20 million in new capital, consisting of a (i) EUR 10 million equity contribution and (ii) EUR 10 million in New Money Senior Bonds (as defined below). The shareholder Evoco will continue its commitment to the Company demonstrating confidence and support to the Company.
The Company’s debt structure will be significantly downsized and restructured as follows:

• Senior secured debt of EUR 62.5 million comprising of the following tranches which will rank pari passu with each other and carry a fixed cash interest of 6.75% per annum:
  • EUR 10 million new money senior bonds (the “New Money Senior Bonds”), to be subscribed for in cash by bondholders (offered pro rata to all bondholders). The New Money Senior Bond issue will be fully backstopped by certain major bondholders.
  • EUR 20 million reinstated elevated bonds (the “Reinstated Elevated Bonds”), allocated pro rata to bondholders who participate in the New Money Senior Bonds.
  • EUR 32.5 million reinstated bonds (the “Reinstated Bonds”), allocated pro rata to all existing bondholders. 
• Unsecured subordinated junior bonds of EUR 27.5 million (the “Junior Bonds”), allocated pro rata to all existing bondholders, with payment-in-kind interest stepping up linearly from 6% per annum year one to 10% per annum year five, maturing in 2031. 
• The part of the nominal amount of the Bonds (including accrued interest thereunder) that is not reinstated into Reinstated Elevated Bonds, Reinstated Bonds or Junior Bonds shall be written off in its entirety.

The agreement is set out in a lock-up agreement entered into between the Company, its shareholder and bondholders representing more than two thirds (2/3) of the nominal amount for the Bonds, whereunder inter alia the parties have undertaken to implement the comprehensive restructuring and the bondholders have agreed to not accelerate the Bonds during the lock-up period (ending 30 April 2026). Implementation of the restructuring is subject to approval by bondholders in one or several written procedures and by formal shareholder approval, and shall be completed by the end of the lock-up period.

IR contact:
cometis AG
Thorben Burbach
Unter den Eichen 7 | Gebäude D
65195 Wiesbaden
Phone: +49(0)611 - 205855-23
Fax: +49(0)611 - 205855-66
E-mail: burbach@cometis.de 

End of inside information

Denna kallelse till obligationsinnehavarna är endast utformad på engelska.

Stockholm, 11 February 2026
To the Bondholders in:
ISIN: NO0013149658 – LR Health & Beauty SE EUR 130,000,000 Senior Secured Callable Floating Rate Bonds 2024/2028

NOTICE TO BONDHOLDERS REGARDING RESTRUCTURING AND BACKSTOP PARTICIPATION

Nordic Trustee & Agency AB (publ) acts as agent (the “Agent”) for the holders of the bonds (the “Bondholders”) in the above mentioned bond issue NO0013149658 with an aggregated amount outstanding of EUR 130,000,000 (the “Bonds”) issued by LR Health & Beauty SE (the “Issuer”). 
All capitalised terms used herein and not otherwise defined in this notice shall have the meanings assigned to them in the terms and conditions of the Bonds as amended and/or restated from time to time.
The Agent has been informed by the Issuer that the Issuer has entered into an agreement (the “Agreement”) with Bondholders representing more than two thirds (2/3) of the Outstanding Nominal Amount of the Bonds as well as the Issuer’s shareholder regarding a comprehensive restructuring of the Bonds and the Issuer’s capital structure. 
The restructuring comprises an aggregate equity and debt injection of EUR 20 million in new capital, consisting of a (i) EUR 10 million equity contribution of which EUR 7.5 million shall be provided by the Bondholders (the “Share Issue”) and (ii) EUR 10 million in New Money Senior Bonds (as defined below).
The Issuer’s debt structure will be significantly downsized and restructured as follows:

• Senior secured debt of EUR 62.5 million comprising of the following tranches which will rank pari passu with each other and carry a fixed cash interest of 6.75% per annum:
  • EUR 10 million new money senior bonds (the “New Money Senior Bonds”), to be subscribed for in cash by Bondholders (offered pro rata to all Bondholders).
  • EUR 20 million reinstated elevated bonds (the “Reinstated Elevated Bonds”), allocated pro rata to Bondholders who participate in the New Money Senior Bonds.
  • EUR 32.5 million reinstated bonds (the “Reinstated Bonds”), allocated pro rata to all existing Bondholders. 
• Unsecured subordinated junior bonds of EUR 27.5 million (the “Junior Bonds”), allocated pro rata to all existing Bondholders, with payment-in-kind interest stepping up linearly from 6% per annum year one to 10% per annum year five, maturing in 2031.
• The part of the nominal amount of the Bonds (including accrued interest thereunder) that is not reinstated into Reinstated Elevated Bonds, Reinstated Bonds or Junior Bonds shall be written off in its entirety.

The New Money Senior Bonds and the equity contribution under the Share Issue will be fully backstopped by certain major Bondholders (such backstop providers being the “Original Backstop Providers”, and each backstop provider being a “Backstop Provider”) who have committed to subscribe for any portion of the New Money Senior Bonds and shares in the Share Issue not taken up by other Bondholders exercising their pro rata subscription rights, thereby ensuring that the restructuring is fully funded. Each Backstop Provider's undertakings shall be pro rata in relation to the amount of its pro rata share of the total amount of Bonds held by all Backstop Providers, for the amount that New Money Senior Bonds and/or shares in the Share Issue are not subscribed for by holders of Bonds pursuant to their pro rata subscription rights.
Bondholders who are not already committed as Backstop Providers may elect to become Backstop Providers in relation to one or both of the New Money Senior Bonds and equity contribution in the Share Issue by notifying the Agent’s legal counsel in accordance with the procedure set out below. To qualify as a Backstop Provider, a Bondholder must hold Bonds with a total Nominal Amount of a minimum of EUR 100,000 and no later than 23:00 (CET) on 16 February 2026:

• be a party to the Agreement (either as an original party or by acceding thereto);
• confirm in which of the New Money Senior Bonds and the Share Issue the Bondholder intends to participate as a Backstop Provider (the “Backstop Confirmation”);
• provide proof of holdings in respect of the Bonds held by such Bondholder (the “Proof of Holding”); and
• provide proof of funds covering no less than an amount calculated as set out below (the “Proof of Funds”, jointly with the Backstop Confirmation and the Proof of Holdings, the “Backstop Provider Confirmations”).
  The required Proof of Funds will be calculated as (i) the relevant holder of Bonds’ pro rata share of the New Money Senior Bonds and/or Share Issue based on its pro rata share of the Bonds (the “Pro Rata Share”) plus (ii) the relevant holder of Bonds’ maximum proportionate share of the EUR 20 million total backstop amount (the “Backstop Share”). Each of the Pro Rata Share and Backstop Share shall be calculated as set out below, such calculations to be provided together with the Proof of Funds by any holder of Bonds’ who intends to participate as a Backstop Provider.
  
  Pro Rata Share Formula : Pro Rata Share = (Bond Holding / 130,000,000) × 20,000,000
  Backstop Share Formula : Backstop Share = (Bond Holding / (60,443,000 + Bond Holding)) × 20,000,000
  Example calculated on the basis of a Bondholder holding Bonds with an aggregate Nominal Amount EUR 6,000,000:
  Pro Rata Share: (6,000,000 / 130,000,000) × 20,000,000 = EUR 923,077    
  Backstop Share: (6,000,000 / 66,443,000) × 20,000,000 = EUR 1,806,059    
  Total Proof of Funds: EUR 923,077 + EUR 1,806,059 = EUR 2,729,136

A Bondholder shall only be permitted to participate as a Backstop Provider if it participates with the full amount of the Bonds it holds and shall not be permitted to limit its backstop undertaking.
In its capacity as Agent and at the request of the Issuer, the Agent hereby gives notice to the Bondholders that any Bondholders who wish to participate in the restructuring as Backstop Providers shall notify the Agent’s legal counsel, Roschier Advokatbyrå AB, by email to Carl.Broden@roschier.com, axel.thorn-kock@roschier.com and Kelvin.Bortey.Ekenkrantz@roschier.com no later than 23:00 CET on Monday 16 February and provide sufficient information and/or evidence in respect of each of the Backstop Provider Confirmations and, if applicable, request to accede to the Agreement.
______________________________________________
Stockholm, 11 February 2026
NORDIC TRUSTEE & AGENCY AB (PUBL)
as Agent