Bioretec Ltd's Board of Directors has decided on a new option program for the CEO

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Bioretec Ltd's Board of Directors has decided on a new option program for the CEO

Bioretec Ltd Company announcement 21st of March 2025 at 3:00 p.m. EET

The Board of Directors of Bioretec Ltd has on 21st of March 2025 resolved, on the basis of the authorization granted by the company's Annual General Meeting on 21st of March 2025, to establish a new option program as an incentive scheme for Alan Donze, the CEO of the company (the “CEO”).

There is a weighty financial reason for issuing option rights, as the option program is part of the incentive and commitment program of the CEO.

The Board of Directors has resolved to issue 610,105 option rights to the CEO. Each of the option rights entitle to the subscription of one (1) share in the company.

The option rights are issued free of charge. Shares can be subscribed to on the basis of the option rights, as follows:

One third of the option rights given to the option right holder: The share subscription period begins on the 20th of May 2025;
The remaining two thirds of the option rights given to the option right holder: The share subscription period begins monthly in installments of 1/24th per month on the 20th day of each month in such a way that the share subscription period for the first 1/24th installment shall begin on the 20th of June 2025.

The subscription period for the shares to be subscribed based on the option rights shall end on 31 December 2030.

The subscription price for a share subscribed for with one option right is EUR 2.79, which is the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd maintained Nasdaq First North Growth Market Finland marketplace from 20 December 2024 to 20 March 2025 increased by 10%, rounded downwards to nearest cent.

The subscription price payable for shares shall be recorded in the company's reserve for invested unrestricted equity. The amount of dividends and distribution of assets per share paid will be deducted from the share subscription price.

As a result of the subscription of shares based on the option rights, the number of shares in the company can increase by a maximum of 610,105 shares. The shares to be subscribed based on the option rights to be issued correspond to a maximum of 2.48 percent of all the company's shares and votes on the date of the resolution after the potential share subscription.

The theoretical market value of one option right is approximately EUR 1.1357 and the theoretical market value of all option rights combined is approximately EUR 692,896. The theoretical market value of an option right has been calculated using the Black & Scholes stock option pricing model with the following input factors: valuation date 20 March 2025, share price EUR 2.33, share subscription price EUR 2.79, risk free interest rate 2.51 %, time to maturity of option rights 5.79 years and volatility 55.65 %.

The terms and conditions of the option program are attached to this announcement.

Further enquiries

Kustaa Poutiainen, Chairperson of the Board, + 358 40 042 4506

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is a globally operating Finnish medical device company that continues to pioneer the application of biodegradable orthopedic implants. The company has built unique competencies in the biological interface of active implants to enhance bone growth and accelerate fracture healing after orthopedic surgery. The products developed and manufactured by Bioretec are used worldwide in approximately 40 countries. 

Bioretec is developing the new RemeOs™ product line based on a magnesium alloy and hybrid composite, introducing a new generation of strong absorbable materials for enhanced surgical outcomes. The RemeOs™ implants are absorbed and replaced by bone, which eliminates the need for removal surgery while facilitating fracture healing. The combination has the potential to make titanium implants redundant and help clinics reach their Value-Based Healthcare targets while focusing on value for patients through efficient healthcare. The first RemeOs™ product market authorization has been received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025. Bioretec is positioning itself to enter the addressable over USD 9 billion global orthopedic trauma and spine market and to become a game changer in surgical bone fracture treatment.

Better healing – Better life. www.bioretec.com

2025-2 - Bioretec Ltd option program.pdf

by Admin

Resolutions of Bioretec Ltd´s Annual General Meeting and the constitutive meeting of the Board of Directors

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Resolutions of Bioretec Ltd´s Annual General Meeting and the constitutive meeting of the Board of Directors

Bioretec Ltd Company announcement 21 March 2025 at 2:30 p.m. EET

The Annual General Meeting of Bioretec Ltd was held on 21 March 2025 in Tampere, Finland.

The Annual General Meeting approved the financial statements for the financial year 1 January–31 December 2024 and resolved to discharge the members of the Board of Directors and the CEO from liability for the financial period 1 January–31 December 2024.

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that the loss of EUR 4,669,883.08 for the financial period 1 January–31 December 2024 will be credited in the equity as Profit/loss for previous financial periods and that no dividend shall be distributed.

Number of members of the Board of Directors, election of members of the Board and their remuneration

The Annual General Meeting resolved that the number of members of the Board of Directors will be six (6). Michael Piccirillo, Sarah van Hellenberg Hubar-Fisher, Päivi Malinen and Kustaa Poutiainen were re-elected as members of the Board. Antti Vasara and Justin Barad were elected as new members of the Board of Directors. The term of the Board of Directors will end at the conclusion of the Annual General Meeting 2026.

The Annual General Meeting resolved that the Chairperson of the Board will be paid EUR 3,750 per month and the Deputy Chairperson EUR 2,500 per month. Members of the Board will be paid EUR 2,000 per month.

Reasonable travel expenses of the members of the Board of Directors will be reimbursed in accordance with the maximum amount of the respective travel allowance base approved by the Tax Administration.

Election and remuneration of auditor

The Annual General Meeting elected audit firm PricewaterhouseCoopers Oy as the auditor of the company until the closing of the 2026 Annual General Meeting. Audit firm PricewaterhouseCoopers Oy has notified the company that it will appoint Kalle Laaksonen, Authorized Public Accountant, as the responsible auditor. The auditor will be compensated as reasonably invoiced.

Authorization of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act, as follows:

Pursuant to the authorization, up to 7,000,000 shares (including shares to be issued based on the special rights) may be issued, which on the date of the notice to the Annual General Meeting corresponded to approximately30% of all the shares in the company.

Shares or special rights entitling to shares may be issued in one or more tranches, either with or without payment. The shares issued pursuant to the authorization may be new shares or shares in the company's possession.

The authorization may be used for financing or execution of acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the company, or for other purposes determined by the Board of Directors. The authorization may not be used for share-based incentive or commitment plans.

Pursuant to the authorization, the Board of Directors may resolve upon issuing new shares, without consideration, to the company itself.

The Board of Directors is authorized to resolve on all terms for share issues and granting of special rights entitling to shares in the company. The Board of Directors is authorized to resolve on a share issue and an issue of special rights entitling to shares according to the shareholders’ pre-emptive rights and/or in deviation from the shareholders' pre-emptive right, provided that there is a weighty financial reason for the company to do so.

The authorization is valid until the end of the next Annual General Meeting, however no longer than until 30th of June 2026. The authorization cancels previous unused share issue authorizations.

Resolution on the issue of option rights to the members of the Board of Directors (Option Program 2025-1)

The Annual General Meeting resolved on an option program directed at the members of the Board of Directors and on the issue of option rights. There are weighty financial reasons for the company to issue the option rights because the option rights are intended to be a part of the incentive and commitment program of the members of the Board of Directors

The Annual General Meeting resolved to issue 25,000 option rights to each member elected at the Annual General Meeting, i.e. an aggregate of 150,000 option rights. Each option right entitles to subscribe for one (1) new share. The option rights are issued free of charge.

Shares can be subscribed to on the basis of the option rights, as follows:

with the first 33% of the option rights given to the option right holder:

the share subscription period starts on the 22nd of March 2026,

the following 33% of the option rights given to the option right holder:

the share subscription period starts on the 22nd of March 2027,

the remaining 34% of the option rights given to the option right

holder: the share subscription period starts on the 22nd of March 2028.

The subscription period for the shares ends on the 31st of December 2030.

The subscription price for a share subscribed for with one option right is EUR 2.79. The subscription price is the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd maintained Nasdaq First North Growth Market Finland marketplace from 20 December 2024 to 20 March 2025 increased by 10%, rounded downwards to the nearest cent.

As a result of the subscription of shares based on the option rights, the number of shares in the company can increase by a maximum of 150,000 shares. The shares to be subscribed based on the option rights to be issued correspond to a maximum of 0.61 percent of all the company's shares and votes on the date of the resolution (0.64 percent at the date of the notice to the General Meeting), after the potential share subscription.

The theoretical market value of one option right is approximately EUR 1.1357 and the theoretical market value of all option rights combined is approximately EUR 170,340. The theoretical market value of an option right has been calculated using the Black & Scholes stock option pricing model with the following input factors: valuation date 20 March 2025, share price EUR 2.33, share subscription price EUR 2.79, risk free interest rate 2.51 %, time to maturity of option rights 5.79 years and volatility 55.65 %.

The terms and conditions of the option program are available on the webpage of the company.

Authorization of the Board of Directors to resolve on the issuance of option rights to the CEO of the company (Option Program 2025-2)

The Annual General Meeting resolved to authorize the Board of Directors to resolve on the issuance of option rights as follows:

The option rights can be granted to Alan Donze, the CEO of the company (the “CEO”);
Based on the option rights issued under the authorization, a maximum of 610,105 shares can be subscribed, which corresponded to approximately 2.6% of all the company’s shares on the date of the notice of the General Meeting.
Option rights can be issued in one or more tranches.
The subscription price of the shares subscribed with option rights shall be determined based on the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd maintained Nasdaq First North Growth Market Finland marketplace from 20 December 2024 to 20 March 2025 increased by 10%, rounded downwards to nearest cent.
The Board of Directors decides on all other terms and conditions related to the issuance of stock options.
The authorization is valid until the end of the next Annual General Meeting, however no longer than until 30 June 2026.

Authorization of the Board of Directors to resolve on the issuance of option rights (Option Program 2025-3)

The Annual General Meeting resolved to authorize the Board of Directors to resolve on the issuance of option rights as follows:

The authorization can be used to issue option rights to the employees of the company and its subsidiaries as well as to members of the company’s Key Opinion Leader group and consultants (“Target Group”). The authorization cannot be used to issue option rights to the CEO or members of the Board of Directors of the company.
Based on the option rights issued under the authorization, a maximum of 1,127,000 shares can be subscribed, which corresponded to approximately 4.8% of all the company’s shares on the date of the notice of the General Meeting.
Option rights can be issued in one or more tranches.
The subscription price of the shares subscribed with option rights shall be determined based on the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd maintained Nasdaq First North Growth Market Finland marketplace from 20 December 2024 to 20 March 2025 increased by 10%, rounded downwards to nearest cent.
The Board of Directors decides on all other terms and conditions related to the issuance of the option rights.
The authorization is valid until 31 December 2026.

Amendment of the Articles of Association

The Annual General Meeting resolved to amend Article 10 of the Articles of Association to include the possibility of holding a General Meeting as a so-called remote meeting. Before the proposed amendment, Article 10 of the Articles of Association has been empty.

The Annual General Meeting resolved to amend Article 10 to read as follows:

10 § Organization of the General Meeting as a hybrid or remote meeting

The Board of Directors may decide that a shareholder may also participate in the General Meeting by fully exercising their right to vote during the meeting by means of a telecommunication connection and a technical aid (hybrid meeting).

The Board of Directors may also decide that the General Meeting shall be held without a meeting place in such a way that the shareholders exercise their voting rights fully and in a timely manner during the meeting by means of a telecommunication connection and a technical aid (remote meeting).

The amendment of the Articles of Association will take effect upon registration in the Finnish Trade Register.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available no later than 4th of April 2025 on the company's website at https://investors.bioretec.com/en/corporate_governance/annual_general_meeting_2025.

Resolutions of the constitutive meeting of the Board of Directors

At its constitutive meeting held after the Annual General Meeting, the Board of Directors of Bioretec Ltd elected Kustaa Poutiainen as the Chairperson of the Board and Sarah van Hellenberg Hubar-Fisher as the Deputy Chairperson.

The Board of Directors resolved to establish an Audit Committee and a Remuneration Committee. The members of the Committees were elected as follows:

Audit Committee: Päivi Malinen (Chairperson), Michael Piccirillo and Sarah van Hellenberg Hubar-Fisher
Remuneration Committee: Sarah van Hellenberg Hubar-Fish (Chairperson), Antti Vasara and Justin Barad.

The Board of Directors assessed the independence of its members in accordance with the Finnish Corporate Governance Code for listed companies. The Board concluded that the members of the Board are independent of Bioretec and its significant shareholders, except for Kustaa Poutiainen, who is assessed to be independent of the company but not of its significant shareholder, Stephen Industries Inc Oy, due to his role as chairperson of the board of Stephen Industries Inc Oy.

The Board further resolved, on the basis of the authorization granted by the Annual General Meeting, to establish a new option program (2025-2) and to grant in aggregate 610,105 option rights to Alan Donze, the CEO of the company, entitling to the subscription of a maximum of 610,105 shares in the company. The company will later today publish a separate release providing additional information regarding the option program.

Further enquiries

Kustaa Poutiainen, Chairperson of the Board, + 358 40 042 4506

Alan Donze, CEO, telephone + 1 619 977 5285

Information about Bioretec

Better healing – Better life. www.bioretec.com

by Admin

Bioretec Ltd: Notification in accordance with chapter 9, section 10 of the Securities Market Act on a change in holdings (W&M GmbH)

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Bioretec Ltd: Notification in accordance with chapter 9, section 10 of the Securities Market Act on a change in holdings (W&M GmbH)

Bioretec Ltd Company announcement 14 March 2025 at 7:30 p.m. EET

Bioretec Ltd has on 14 March 2025 received a notification in accordance with the Securities Market Act, according to which the holdings of shares and votes of W&M GmbH in Bioretec Ltd have on 14 March 2025 crossed the threshold of 5%.

Total position of W&M GmbH according to the notification:

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total of both in %	Total number of shares and voting rights of the issuer
Resulting situation on the date on which threshold was crossed or reached	5.78%	0%	5.78%	24,566,474
Position of previous notification (if applicable)

Notified details of the resulting situation on the date on which the threshold was crossed:

	Number of shares and voting rights		% of shares and voting rights
Class/type of shares ISIN code	Direct (SMA 9:5)	Indirect (SMA 9:6 and 9:7)	Direct (SMA 9:5)	Indirect (SMA 9:6 and 9:7)
FI4000480454	1,419,616	0	5.78%	0%
SUBTOTAL	1,419,616		5.78%

After 14 March 2025, W&M GmbH holds 5.78% of the shares and votes.

Further enquiries

Johanna Salko, CFO, +358 40 754 8172

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Bioretec in brief

Bioretec is developing the new RemeOs™ product line based on a magnesium alloy and hybrid composite, introducing a new generation of strong absorbable materials for enhanced surgical outcomes. The RemeOs™ implants are absorbed and replaced by bone, which eliminates the need for removal surgery while facilitating fracture healing. The combination has the potential to make titanium implants redundant and help clinics reach their Value-Based Healthcare targets while focusing on value for patients through efficient healthcare. The first RemeOs™ product market authorization has been received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025. Bioretec is positioning itself to enter the addressable USD 9 billion global orthopedic trauma and spine market and to become a game changer in surgical bone fracture treatment.

Better healing – Better life. www.bioretec.com

by Admin

Bioretec Ltd: Notification in accordance with chapter 9, section 10 of the Securities Market Act on a change in holdings (W&M GmbH)

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Bioretec Ltd: Notification in accordance with chapter 9, section 10 of the Securities Market Act on a change in holdings (W&M GmbH)

Bioretec Ltd Company announcement 14 March 2025 at 7:30 p.m. EET

Total position of W&M GmbH according to the notification:

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total of both in %	Total number of shares and voting rights of the issuer
Resulting situation on the date on which threshold was crossed or reached	5.78%	0%	5.78%	24,566,474
Position of previous notification (if applicable)

Notified details of the resulting situation on the date on which the threshold was crossed:

	Number of shares and voting rights		% of shares and voting rights
Class/type of shares ISIN code	Direct (SMA 9:5)	Indirect (SMA 9:6 and 9:7)	Direct (SMA 9:5)	Indirect (SMA 9:6 and 9:7)
FI4000480454	1,419,616	0	5.78%	0%
SUBTOTAL	1,419,616		5.78%

After 14 March 2025, W&M GmbH holds 5.78% of the shares and votes.

Further enquiries

Johanna Salko, CFO, +358 40 754 8172

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Bioretec in brief

Bioretec is developing the new RemeOs™ product line based on a magnesium alloy and hybrid composite, introducing a new generation of strong absorbable materials for enhanced surgical outcomes. The RemeOs™ implants are absorbed and replaced by bone, which eliminates the need for removal surgery while facilitating fracture healing. The combination has the potential to make titanium implants redundant and help clinics reach their Value-Based Healthcare targets while focusing on value for patients through efficient healthcare. The first RemeOs™ product market authorization has been received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025. Bioretec is positioning itself to enter the addressable USD 9 billion global orthopedic trauma and spine market and to become a game changer in surgical bone fracture treatment.

Better healing – Better life. www.bioretec.com

by Admin

Bioretec Ltd’s Annual Report 2024 published

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Bioretec Ltd’s Annual Report 2024 published

Bioretec Ltd Press Release 14 March 2025 at 7:00 p.m. EET

Bioretec Ltd has today published its 2024 Annual Report. The Annual Report is attached to this release and also available in Finnish and English on the company’s website at https://investors.bioretec.com/en/reports_and_presentations. Bioretec's previously published financial statements for 2024 are also available on the company's website.

Further enquiries

Alan Donze, CEO, +1 619 977 5285
Johanna Salko, CFO, +358 40 754 8172

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Bioretec in brief

Bioretec is developing the new RemeOs™ product line based on a magnesium alloy and hybrid composite, introducing a new generation of strong absorbable materials for enhanced surgical outcomes. The RemeOs™ implants are absorbed and replaced by bone, which eliminates the need for removal surgery while facilitating fracture healing. The combination has the potential to make titanium implants redundant and help clinics reach their Value-Based Healthcare targets while focusing on value for patients through efficient healthcare. The first RemeOs™ product market authorization has been received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025. Bioretec is positioning itself to enter the addressable USD 9 billion global orthopedic trauma and spine market and to become a game changer in surgical bone fracture treatment.

Better healing – Better life. www.bioretec.com

Annual Report 2024 Bioretec.pdf

by Admin

New shares in Bioretec Ltd subscribed with option rights have been registered into the Trade Register

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New shares in Bioretec Ltd subscribed with option rights have been registered into the Trade Register

Bioretec Ltd Company announcement 14 March 2025 at 9:00 a.m. EET

An aggregate number of 1,229,616 new shares of Bioretec Ltd have been subscribed for with option rights under the company’s option program 2019–1. The new shares have been registered into the Trade Register maintained by the Finnish Patent and Registration Office on 14 March 2025. The total subscription price of EUR 184,442.50 will be recorded in Bioretec's reserve of invested unrestricted equity, and the company's share capital will remain unchanged.

Following the registration of the new shares, the total number of shares in Bioretec is 24,566,474.

The new shares will be issued in the book-entry system on or about 17 March 2025. The new shares will confer shareholder rights in the company as of their registration on the investors' book-entry accounts. Trading in the new shares is expected to commence on the Nasdaq First North Growth Market Finland marketplace on or about 18 March 2025.

Further enquiries

Alan Donze, CEO, +1 619 977 5285
Johanna Salko, CFO, +358 40 754 8172

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Better healing – Better life. www.bioretec.com

by Admin

Mirva Ekman appointed to Bioretec's Management Team as Quality Director

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Mirva Ekman appointed to Bioretec's Management Team as Quality Director

Bioretec Ltd Press release 7 March 2025 at 9.00 a.m. EET

Bioretec Ltd, a pioneer in absorbable orthopedic implants, has appointed Mirva Ekman, M.Sc. (Mechanical Engineering), as Quality Director and member of the Management Team as of 22 April 2025. In this role, Ekman will oversee the company’s Quality Assurance and Quality Control functions, serve as a quality function management representative to European and U.S. regulatory authorities, and report directly to the CEO.

The decision to separate Regulatory Affairs and Quality functions aligns with Bioretec’s growth strategy, ensuring that business requirements are effectively managed while dedicating specialized resources to securing new product approvals.

As part of this transition, Mari Ruotsalainen, currently RA/QA Director, will continue as a key member of the Management Team, focusing on her role as Regulatory Affairs Director and acting as a Person Responsible for Regulatory Compliance. In her role, Ruotsalainen reports directly to the CEO.

Ekman joins Bioretec from Askel Healthcare Ltd, where she served as Chief Quality and Regulatory Affairs Officer. With over 20 years of experience in quality and regulatory leadership, she brings extensive expertise in integrating regulatory requirements into quality management systems. Her background includes working with absorbable medical devices and holding senior positions at Artic Biomaterials Oy, ConMed Linvatec Biomaterials Oy, and Perlos Corporation.

“Mirva’s extensive experience in quality and regulatory leadership, particularly in absorbable medical devices, makes her an outstanding addition to Bioretec’s Management Team. As we continue to expand, strengthening both quality and regulatory capabilities is critical. We are delighted to welcome Mirva to our team,” said Alan Donze, CEO of Bioretec.

Additional information

Alan Donze, CEO, tel. +1 619 977 5285

About Bioretec

Bioretec is a globally operating Finnish medical device company that continues to pioneer the application of absorbable orthopedic implants. The company has built unique competencies in the biological interface of active implants to enhance bone growth and accelerate fracture healing after orthopedic surgery. The products developed and manufactured by Bioretec are used worldwide in approximately 40 countries. 

Bioretec is developing the new RemeOs™ product line based on a magnesium alloy and hybrid composite, introducing a new generation of strong absorbable materials for enhanced surgical outcomes. The RemeOs™ implants are absorbed and replaced by bone, which eliminates the need for removal surgery while facilitating fracture healing. The combination has the potential to make titanium implants redundant and help clinics reach their Value-Based Healthcare targets while focusing on value for patients through efficient healthcare. The first RemeOs™ product market authorization has been received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025. Bioretec is positioning itself to enter the addressable of around USD 9 billion global orthopedic trauma and spine market and to become a game changer in surgical bone fracture treatment.

Better Healing – Better Life. www.bioretec.com

by Admin

NOTICE OF ANNUAL GENERAL MEETING OF BIORETEC LTD

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NOTICE OF ANNUAL GENERAL MEETING OF BIORETEC LTD

Bioretec Ltd Company announcement 28 February at 12.30 p.m. EET

The shareholders of Bioretec Ltd are hereby invited to the Annual General Meeting to be held on 21 March 2025 at 11:00 a.m. (Finnish time) at Bioretec premises in the auditorium of Tampark, at the address Yrittäjänkulma 5, FI-33710 Tampere, Finland.

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative shall present a dated power of attorney or, in another reliable manner, demonstrate their right to represent the shareholder.

Shareholders wishing to participate in the meeting must register for the meeting no later than on 11 March 2025 at 4:00 p.m. (Finnish time). Instructions for registration are set out below in section C. INSTRUCTIONS FOR THE PARTICIPANTS.

Agenda of the Annual General Meeting

The items on the agenda for the General Meeting are the following:

Opening of the meeting
Calling the meeting to order
Election of persons to scrutinize the minutes and to supervise the counting of votes
Recording the legality of the meeting
Recording the attendance at the meeting and adoption of the list of votes
Presentation of the financial statements, consolidated financial statements, and the report of the Board of Directors for the financial period 1 January - 31 December 2024 and the CEO's review for the period
Presentation of the auditor's report
Approval of the financial statements, including the consolidated financial statements
Treatment of profit or loss

 The Board of Directors of the company proposes that the Annual General Meeting resolves to credit the loss of EUR 4,669,883.08 for the financial period from 1 January to 31 December 2024 in the equity as Profit/loss from previous financial periods and that no dividend shall be distributed.

Resolution on the discharge from liability of the members of the Board of Directors and the CEO for the financial period 1 January - 31 December 2024
Resolution on the remuneration of the members of the Board of Directors

 The Shareholders' Nomination Board proposes to the Annual General Meeting that the following remuneration be paid to the Board members for the term starting at the end of the Annual General Meeting and ending at the end of the Annual General Meeting in 2026:

Chairperson of the Board: EUR 3,750 per month (2024: EUR 10,000);
Deputy Chairperson of the Board: EUR 2,500 per month if the Board of Directors elects a Deputy Chairperson e.g. to support successor planning; and
Board members: EUR 2,000 per month (2024: EUR 1,500).

In addition, the Nomination Board proposes that the reasonable travel expenses of the members of the Board of Directors be reimbursed in accordance with the maximum amount of the respective travel allowance based approved by the Tax Administration.

Resolution on the number of members of the Board of Directors

 According to the Articles of Association, the Board of Directors consists of a minimum of three (3) and a maximum of seven (7) members.

The Shareholders' Nomination Board proposes to the Annual General Meeting that six (6) members be elected to the Board of Directors (2024: five (5) members).

Election of members of the Board of Directors

 The Shareholders' Nomination Board proposes to the Annual General Meeting that:

B.Sc. Microbiology, BBA Michael Piccirillo,
MBA, M.Sc. Nutritional Epidemiology and Public Health Sarah van Hellenberg Hubar-Fisher,
LL.M. Päivi Malinen, and
M.Sc. (Econ) Kustaa Poutiainen

be re-elected as members of the Board of Directors.

Furthermore, the Nomination Board proposes that

Doctor of Science (Technology) Antti Vasara and
MD Justin Barad

be elected as new members of the Board of Directors.

Tomi Numminen has indicated that he is unavailable for re-election to the Board of Bioretec.

The Shareholders' Nomination Board has assessed that the proposed members of the Board of Directors are independent of Bioretec and its significant shareholders, except for Kustaa Poutiainen, who is assessed to be independent of Bioretec but not of its significant shareholder, Stephen Industries Inc Oy, due to his role as chairperson of the board of Stephen Industries Inc Oy.

The term of the Board members will end at the conclusion of the Annual General Meeting in 2026.

Presentations of the candidates are available on the company's website https://bioretec.com/agm2025.

When preparing the proposal, the Nomination Board has taken into account the policy concerning the diversity of the Board of Directors.

Regarding the election procedure of the members of the Board of Directors, the Shareholders' Nomination Board recommends that the shareholders take a position on the proposal regarding election of members of the Board of Directors as a whole at the Annual General Meeting. This recommendation is based on that Bioretec has a Shareholders' Nomination Board that is separate from the Board of Directors. The Shareholders' Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company.

Resolution on the remuneration of the auditor

 The Board of Directors of the company proposes to the Annual General Meeting that the auditor will be compensated as reasonably invoiced.

Election of auditors

 The Board of Directors of the company proposes to the Annual General Meeting that auditing firm PricewaterhouseCoopers Oy be elected as the company's auditor until the end of the 2026 Annual General Meeting. The auditing firm PricewaterhouseCoopers has informed the company that it will appoint Kalle Laaksonen, Authorized Public Accountant, as the responsible auditor.

Authorization of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

 The Board of Directors of the company proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act, as follows:

Pursuant to the authorization, up to 7,000,000 shares (including shares to be issued based on the special rights) may be issued, which on the date of this notice corresponds approximately to 30 % of all the shares in the company.

Pursuant to the authorization, the Board of Directors may resolve upon issuing new shares, without consideration, to the company itself.

The authorization is valid until the end of the next Annual General Meeting, however no longer than until 30 June 2026. The authorization cancels previous unused share issue authorizations.

Resolution on the issue of option rights to the members of the Board of Directors (Option Program 2025-1)

 The Board of Directors of the company proposes that the Annual General Meeting resolves on an option program directed at the members of the Board of Directors and on the issue of option rights as follows:

The maximum total number of option rights issued is 150,000 option rights, and they entitle to subscribe for a maximum total of 150,000 new shares in the company.
Each member of the Board of Directors elected at the Annual General Meeting are granted 25,000 option rights.
The option rights are given free of charge.
There are weighty financial reasons for the company to issue the option rights because the option rights are intended to be a part of the incentive and commitment program of the members of the Board of Directors.
Each option right entitles to subscribe for one (1) new share.
The subscription price shall be the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd maintained Nasdaq First North Growth Market Finland marketplace from 20 December 2024 to 20 March 2025 increased by 10%, rounded downwards to the nearest cent.
The subscription price payable for shares shall be recorded in the company's reserve for invested unrestricted equity.
As a result of the subscription of shares based on the option rights, the number of shares in the company can increase by a maximum of 150,000 shares. The shares to be subscribed based on the option rights to be issued correspond to a maximum of 0.64 percent of all the company's shares and votes on the date of the notice, after the potential share subscription.
The terms and conditions of the option program are attached to this notice as an Appendix and are available at the company’s website at the address https://bioretec.com/agm2025.

Authorization of the Board of Directors to resolve on the issuance of option rights to the CEO of the company (Option Program 2025-2)

 The Board of Directors of the company proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of option rights to the CEO of the company as follows:

The option rights can be granted to Alan Donze, the CEO of the company (the "CEO");
Based on the option rights issued under the authorization, a maximum of 610,105 shares can be subscribed, which corresponds to approximately 2.6% of all the company's shares on the date of the notice of the General Meeting.
Option rights can be issued in one or more tranches.
The subscription price of the shares subscribed with option rights shall be determined based on the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd maintained Nasdaq First North Growth Market Finland marketplace from 20 December 2024 to 20 March 2025 increased by 10%, rounded downwards to nearest cent.
The Board of Directors decides on all other terms and conditions related to the issuance of stock options.
The authorization is valid until the end of the next Annual General Meeting, however no longer than until 30 June 2026.

Authorization of the Board of Directors to resolve on the issuance of option rights (Option Program 2025-3)

 The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of option rights as follows:

The authorization can be used to issue option rights to the employees of the company and its subsidiaries as well as to members of the company’s Key Opinion Leader group and consultants ("Target Group"). The authorization cannot be used to issue option rights to the CEO or members of the Board of Directors of the company.
Based on the option rights issued under the authorization, a maximum of 1,127,000 shares can be subscribed, which corresponds to approximately 4.8% of all the company's shares on the date of the notice of the General Meeting.
Option rights can be issued in one or more tranches.
The subscription price of the shares subscribed with option rights shall be determined based on the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd maintained Nasdaq First North Growth Market Finland marketplace from 20 December 2024 to 20 March 2025 increased by 10%, rounded downwards to nearest cent
The Board of Directors decides on all other terms and conditions related to the issuance of the option rights.
The authorization is valid until 31 December 2026.

Amendment of the Articles of Association

 The Board of Directors proposes that Article 10 of the Articles of Association be amended to include the possibility of holding a General Meeting as a so-called remote meeting. Before the proposed amendment, Article 10 of the Articles of Association has been empty.

After the amendment, Article 10 would read as follows:

10 § Organisation of the General Meeting as a hybrid or remote meeting

Closing of the meeting

DOCUMENTS OF THE GENERAL MEETING

Documents referred to in Chapter 5, Section 21 of the Finnish Companies Act are available and printable at the company's website: https://bioretec.com/agm2025.

The meeting minutes of the Annual General Meeting will be available on the company's website no later than 4 April 2025.

INSTRUCTIONS FOR THE PARTICIPANTS

Eligibility to attend and registration for the Annual General Meeting

Shareholder registered in the shareholders’ register

Each shareholder who is registered on 11 March 2025 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her/its personal Finnish book-entry account is registered in the shareholders’ register of the company.

A shareholder, who wants to participate in the General Meeting, shall register for the

meeting no later than on 11 March 2025 at 4:00 p.m. (Finnish time), by which time the registration must be received.

The registration may take place by:

a) email to the address IR@bioretec.com,

b) phone to the number +358 20 778 9500 or

c) mail to the address Bioretec Ltd, Yrittäjänkulma 5, FI-33710 Tampere.

In connection with the registration, a shareholder shall notify his/her/its name, personal identification number, address, email address, and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. A shareholder and his/her/its representative or proxy representative shall, when necessary, be able to prove his/her/its identity and/or right of representation.

Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder on the record date of the General Meeting, i.e. on 11 March 2025 would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder has on the basis of such shares been registered into the temporary shareholders’ register of the company held by Euroclear Finland Ltd. at the latest on 18 March 2025 by 10:00 a.m. (Finnish time). As regards nominee-registered shares this constitutes due registration for the General Meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuance of proxy documents and voting instructions, and registration for the General Meeting from his/her/its custodian bank. The account management organization of the custodian bank shall register a holder of nominee-registered shares, who wants to participate in the General Meeting and who is entitled to be registered in the shareholder register based on the shares as mentioned above, into the temporary shareholders’ register of the company at the latest by the date and time mentioned above.

Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her/its rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise provide reliable evidence of the right to represent the shareholder. The authorization applies to one meeting only unless otherwise stated. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting. A sample power of attorney is available at the company’s website: https://bioretec.com/agm2025.

Proxies, if any, are requested to be delivered to the company's office at Bioretec Ltd, Yrittäjänkulma 5, FI-33710 Tampere, or to the email address IR@bioretec.com before the end of the registration period.

Other instructions / information

A shareholder present at the General Meeting has the right ask questions pursuant to Chapter 5, Section 25 of the Companies Act with respect to the matters to be considered at the General Meeting.

The shareholders do not have the possibility to vote in advance.

Personal information collected by Bioretec Ltd shall be used only in connection with the General Meeting and the processing of related necessary registrations and for shareholder communication. The privacy statement in respect of the General Meeting is available at the company’s website: https://bioretec.com/agm2025.

Bioretec Ltd has a total of 23,336,858 shares on the date of publication of the notice of the meeting 28 February 2025. The company does not have any Bioretec shares in its possession. Possible changes in shareholding occurring after the date of registration for the General Meeting shall not affect the shareholder’s right to participate in the meeting nor the voting rights of a shareholder.

Tampere, 28 February 2025,

BIORETEC LTD

BOARD OF DIRECTORS

Contact Persons

Tomi Numminen, Chairman of the Board of Directors, tomi.numminen@bioretec.com

Alan Donze, CEO, alan.donze@bioretec.com

APPENDIX

Option program 2025-1 (Board of Directors)

Appendix 1 Option Program 2025-1 (Board).pdf

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CE Mark Approval for RemeOs™ Trauma Screw Product Group, featuring four product lines with over 200 individual products, drives global expansion for Bioretec

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CE Mark Approval for RemeOs™ Trauma Screw Product Group, featuring four product lines with over 200 individual products, drives global expansion for Bioretec

Bioretec Ltd Press release 14 February 2025 at 6:30 p.m. EET

Bioretec Ltd., a pioneer in absorbable orthopedic implants, has achieved a pivotal milestone with the successful completion of its CE mark approval process for the RemeOs™ Trauma Screw product portfolio. With the CE mark, Bioretec can immediately start selling products in Europe through the distribution network used by the company’s Activa products. The CE mark now obtained covers a wide range of indications for both adult and pediatric patients across the upper and lower extremities, enabling Bioretec to pursue a strong market share in the European market, which already has experience with absorbable magnesium products. The broad spectrum of indications and the upcoming clinical evidence will also accelerate the expansion of the RemeOs™ Trauma Screw product group on the US market, where the current approval is more limited. Furthermore, the CE mark increases the global potential of RemeOs products, as the CE mark is also recognized as the basis for local registration in almost all countries except the United States, China and Japan.

RemeOs™ Trauma Screws, manufactured from a proprietary magnesium alloy, represent a new generation of strong, absorbable materials that enhance surgical outcomes. This product group seamlessly integrates traditional surgical techniques with the advantages of absorbable implants, promoting patient-friendly care and greater healthcare efficiency. Notably, the osteopromotive properties of RemeOs™ Trauma Screws enhance bone growth, supporting the body’s natural processes while fracture is healing. As these screws are absorbed, they obviate the need for surgical removal, delivering a cost-effective solution that aligns with the principles of value-based healthcare. The first product in from RemeOs™ magnesium alloy technology received FDA market authorization in April 2023, and its successful introduction into the U.S. market has demonstrated excellent initial patient results during its controlled launch phase.

The CE mark approval received in January 2025 opens market access across Europe, where the product now complies with the stringent MDR (Medical Device Regulation) requirements of the European Economic Area. This comprehensive approval encompasses all product lines within the RemeOs™ group, meeting diverse surgical needs across various indications for both adult and pediatric patients. The approved indications include the treatment of epi-/metaphyseal bone fractures (osteosynthesis) and the use of fixation after osteotomies for correcting deformities or malalignments in the short bones of the midfoot and hindfoot, as well as in the long bones of the upper and lower extremities, with the exception of the forefoot and hand. Specific indications examples are corrections of midfoot deformities, all ankle fractures in adults and children, and elbow fractures in children. These indications are particularly frequent, with midfoot and ankle fractures being common in both accidental injuries and sports-related traumas, while elbow fractures are among the most common fractures treated in pediatric orthopedics

The RemeOs Screw Product Group consists of four distinct product lines, each tailored to meet the specific surgical requirements and preferences of trauma and pediatric surgeons. These lines include: the cannulated headless, fully variable threaded compression screw (RemeOs FT); the partially threaded 'Herbert style' compression screws, featuring cannulation and different thread pitches in the head and shaft (RemeOs FC); and the partially threaded cannulated and non-cannulated LAG screws with a head (RemeOs FL and RemeOs LAG Solid). Available in diameters from 2 to 4 mm and lengths from 8 to 50 mm in 2 mm increments, these screws accommodate the diverse sizes and shapes of bones in both children and adults. A wide product range is essential, as fractures can occur at various locations at the same bone, and each individual’s bone dimensions and shapes are unique. The comprehensive RemeOs product portfolio facilitates precise, patient-specific treatment, covering a broad spectrum of clinical needs across both upper and lower extremities. The flexible design options of the RemeOs products meet the diverse anatomical requirements of both adult and pediatric patients, thereby enhancing surgical outcomes by providing tailored fixation solutions essential for effective recovery.

Additionally, an important factor of this approval is that almost all other countries recognize the CE mark as a basis for local registration—with the exceptions of the US, China, and Japan—further accelerating Bioretec’s global market expansion strategy. These other countries utilize the CE mark as part of their evaluation process, even though they may also require local registration and compliance checks to ensure that products meet their specific local health and safety standards. This simplifies the local registration process.

Given the CE mark’s comprehensive coverage of designs and indications, this approval enables the immediate gathering of real-world evidence and post-market clinical data in respected European academic centers. Guided by our prestigious global Scientific Advisory Board and key opinion leaders, these efforts support FDA registrations aimed at continually expanding indications in the U.S. to match the extensive coverage provided by the CE mark. Therefore, Bioretec is well-positioned to meet the growing global demand in both adult and pediatric indications, offering clinicians a reliable and versatile solution for a wide range of trauma cases. Currently, Bioretec has an existing and active network of distributors in approximately 40 countries worldwide, poised to implement the company’s strategy starting from the European market, then expanding globally.

“The recent CE mark approval for our entire RemeOs™ Screw Product Group marks a pivotal development in Bioretec's history. Now equipped with the CE mark, we are strategically positioned for capturing the European market and leverage this success globally. The broad scope of the CE mark significantly strengthens our capacity to gather essential real-world clinical evidence across a variety of indications. This data is instrumental as we seek to expand the range of our approved products and indications within the U.S. market. With a solid network of distributors already in place in Europe and a medical community familiar with our technologies, we are poised for the RemeOs products to revolutionize bone fracture treatment standards. This approval represents more than a milestone; it is a crucial gateway to transforming patient care and enhancing the quality of life for individuals not just in Europe, but across the globe.” , says Alan Donze, CEO of Bioretec Ltd.

The market opportunity for the RemeOs trauma screws is substantial. Globally, the orthopedic trauma product market was valued at US 9.0 billion in 2024, and within this larger healthcare sector, the orthopedic extremities market is a dynamic and quickly developing subsegment. Its primary focus is on the identification, management, and rehabilitation of musculoskeletal disorders and injuries that affect the extremities. This market includes a wide range of goods and services, including orthopedic implants, fracture fixation tools, soft tissue repair techniques, and joint replacements. The demand for orthopedic extremities treatments is still being driven by the aging population, rising sports-related injuries, and occurrence of diseases like osteoarthritis. Orthopedic extremities operations have become more widespread thanks to technological developments and minimally invasive surgical methods, which also provide patients with better results and faster recovery times. Orthopedic extremity products and services have a steady and expanding market because older people frequently seek therapies to maintain or improve their mobility and quality of life. In order to fulfill the demands of this aging population, manufacturers and healthcare providers are therefore driven to innovate and broaden their product offerings, fueling market expansion. A considerable opportunity for product growth and improvement is provided by technology breakthroughs. These developments may result in more specialized and accurate treatments, enhancing patient outcomes and speeding up rehabilitation. The growing popularity of outpatient and minimally invasive procedures opens up new business potential. Orthopedic operations for the extremities that can be carried out in ambulatory settings are becoming more popular as healthcare organizations strive to cut costs and improve patient comfort. Manufacturers and healthcare professionals can profit from this trend by creating minimally invasive procedures and equipment and by streamlining the patient flow for faster healing and shorter hospital stays.

The orthopedic extremities market is dominated by North America, especially in the United States. The area benefits from a developed healthcare system, high healthcare spending, and an elderly population that is on the rise. Additionally, cutting-edge technologies and a strong emphasis on R&D help to accelerate the introduction of novel orthopedic treatments. Ambulatory surgery centers are expanding as the popularity of minimally invasive procedures rises across North America. Cost constraints and problems with healthcare reimbursement, however, continue to be problems in this area.

Another key market in the orthopedic extremity market is Europe, which is distinguished by a strong healthcare system and an aging populace. The European market places a strong emphasis on value-based treatment and cost-effectiveness, which encourages the use of outpatient and minimally invasive procedures. The orthopedic extremities market in the area is heavily influenced by nations like Germany, the United Kingdom, and France.

Bioretec's RemeOs product portfolio, with its versatile range and precision-engineered designs, offers a wide spectrum of solutions for clinical challenges in both adult and pediatric populations. By providing specialized fixation options for complex cases in the wrist, elbow, lower ankle, and mid to hind foot, the system addresses critical needs in upper and lower extremity trauma care. This robust portfolio not only positions Bioretec to capture significant market share in Europe but also paves the way for expansion into global markets, where regulatory acceptance of the CE mark facilitates local registrations and expedites market entry.

Further enquiries

Alan Donze, CEO, +1 619 977 5285
Johanna Salko, CFO, +358 40 754 8172

Bioretec in brief

Better healing – Better life. www.bioretec.com

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Bioretec Ltd’s Financial Statements 2024 published

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Bioretec Ltd’s Financial Statements 2024 published

Bioretec Ltd Company announcement 14 February 2025 at 5:00 p.m. EET

Bioretec Ltd has today published its 2024 Financial Statements and Report by the Board of Directors. The publications are attached to this release and also available in Finnish and English on the company’s website at www.bioretec.com/investors/investors-in-english/reports-and-presentations.

Further enquiries

Alan Donze, CEO, +1 619 977 5285
Johanna Salko, CFO, +358 40 754 8172

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Bioretec in brief

Better healing – Better life. www.bioretec.com

wkr0006.pdf

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