12.2.2026 15:21:12 EET | HLRE Holding Oyj | Inside information

HLRE Holding Oyj (the " Company ") announced on 9 January 2026 that it had been informed that the significant minority shareholder and founder Kimmo Riihimäki and a fund managed by Capital Four had agreed in principle on a recapitalization structure of the Company and the indicative terms of such recapitalization transaction.

Following the announcement of the proposal, the Company has been presented with a revised proposal which Kimmo Riihimäki and a fund managed by Capital Four as the holder of 2/3 of the bonds has expressed its willingness to support. The revised proposal includes, amongst others, the following terms:

• a significant interest reduction on the Company's existing super senior revolving facility provided by Capital Four;
• as in the previously announced terms, the bond issued by the Company would be converted into preference shares ranking ahead of ordinary shares with a principal amount of EURm 23 and with a preference yield compounding at 6 % p.a.;
• a write down or conversion into unrestricted equity of the remaining approximately EURm 9 of the bonds and the former shareholder loans currently held by a fund managed by Capital Four;
• Kimmo Riihimäki will (directly or indirectly) subscribe for EURm 1.8 of new equity for which he will receive 27% of the ordinary shares in the Company;

• all bondholders will on a pro rata basis be offered an option to participate in a new money issue of ordinary shares in an amount of EURm 1, which will allow the bondholders to subscribe for 58% of the ordinary shares in the Company. Any part of the EURm 1 not subscribed for by bondholders will be distributed pro rata amongst all other bondholders who have expressed their interest to subscribe for an amount exceeding their pro rata amount;

• to provide the Company with certainty of the implementability of the recapitalization transaction, a fund managed by Capital Four has agreed to subscribe for the ordinary shares which are not distributed to the bondholders participating in the above new money issue against which it will receive a backstop fee of EUR 50,000 that it will agree to convert into 2.9% of the ordinary shares in the Company;
• Capital Four in its capacity as super senior lender will agree to convert EUR 210,000 of its super senior debt into ordinary shares for which it will receive 12.1% of the ordinary shares in the Company;
• a management incentive program corresponding to the 5-9% of the value allocable to ordinary shares for the benefit of key employees; and
• the governance over the Company will be handled by a shareholders' agreement, including customary terms for a similar transaction, to which all parties subscribing for ordinary shares will be required to accede to.

The Company aims to launch the written procedure under the Bond to propose the necessary recapitalization measures as soon as practicably possible.

In order to have sufficient liquidity until implementation of the recapitalization to be proposed by the written procedure, the Company has negotiated with a fund managed by Capital Four in its capacity as super senior revolving credit facility creditor of an EURm 1.25 increase to the existing super senior revolving facility made available by the fund managed by Capital Four. Part of the proceeds from the new money issue directed to the bondholders will be applied in prepayment of such increased amount under the super senior revolving facility. The Company expects to be able to complete the increase promptly, once all required approvals in relation thereto have been received.

About Vesivek
Vesivek is Finland's leading service company specializing in water control and humidity control solutions outside properties. Our services include roof and drainage renovations, as well as the manufacture and installation of roof safety products and rainwater systems. We manufacture roof profiles in Pirkkala, as well as rainwater systems and roof safety products in Orimattila at our own factories. With the help of a locally operating installation network, we serve owners of detached houses, housing companies, construction companies, real estate investment companies and other operators all over Finland. The companies belonging to the Vesivek Group are Vesivek Oy, Vesivek Tuotteet Oy, Vesivek Salaojat Oy, Tuusulan Peltikeskus Oy and Vesivek Sverige Ab. The Group employs approximately 600 people. The Group's net sales were approximately EUR 103 million (financial period 02/2024–1/2025). www.vesivek.fi

Further information:

Kimmo Riihimäki, Group CEO, +358 40 073 0671

Antti Kärkkäinen, interim CFO, +358 40 844 4393

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