Bioretec Ltd publishes an exemption document relating to its rights issue

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Bioretec Ltd publishes an exemption document relating to its rights issue

Bioretec Ltd Company release 2 April 2026 at 3:00 p.m. EEST

Bioretec Ltd publishes an exemption document relating to its rights issue

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Bioretec Ltd ("Bioretec" or the "Company") announced on 27 March 2026 that it is commencing a rights issue, in which Bioretec offers up to 1,477,828,416 new shares (the "New Shares") for subscription by Bioretec's existing shareholders in accordance with the pre-emptive right of shareholders with a subscription price of EUR 0.01 per New Share (the "Offering").

In connection with the Offering, the Company has prepared an exemption document ("Exemption Document") in accordance with Article 1(4) (db) of the European Parliament and Council Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The Exemption Document has been prepared in accordance with the requirements of Annex IX to the Prospectus Regulation.

The Exemption Document is available on Bioretec's website at https://investors.bioretec.com/fi/osakeanti_2026 on or about 2 April 2026 before the commencement of the subscription period. The unofficial English-language translation of the Exemption Document will be available on Bioretec's website at https://investors.bioretec.com/en/offering_2026 on or about 2 April 2026 before the commencement of the subscription period.

The subscription period for the Offering will commence on 7 April 2026 at 9:30 a.m. Finnish time and will end on 21 April 2026 at 4:00 p.m. Finnish time. The subscription rights are freely transferrable and trading in the subscription rights on Nasdaq First North Growth Market Finland marketplace will take place between 7 April 2026 and 15 April 2026.

DNB Carnegie Investment Bank AB, Finland Branch is acting as the sole global coordinator (the "Sole Global Coordinator") in the Offering. Krogerus Attorneys Ltd is acting as the legal counsel to the Company. Borenius Attorneys Ltd is acting as the legal counsel to the Sole Global Coordinator. IR Partners Ltd is acting as the communications advisor to the Company.

Further enquiries

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736

Tuukka Paavola, CFO, +358 50 386 0013

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is a globally operating Finnish medical device pioneer at the forefront of transforming orthopedic care with fully biodegradable implant technologies. 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.

The company's latest innovation, the RemeOs™ product line, is based on a high-performance 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 first RemeOs product market authorization was received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025.

Bioretec's Activa product line features fully bioabsorbable orthopedic implants made from a proprietary, self-reinforced PLGA both CE marked and FDA cleared for a wide range of indications in adult and pediatric patients.

Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

IMPORTANT INFORMATION

The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities of Bioretec Ltd (the "Company") be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to offer securities to the public in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into Australia, Canada, The Hong Kong Special Administrative Region of the People's Republic of China, Japan, New Zealand, Singapore, South Africa or the United States or any other jurisdiction in which publication or distribution would be unlawful (the "Restricted Countries"). Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation"), has not been approved by any competent authority and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. This release neither describes nor purports to describe risks (direct or indirect) that may be associated with an investment in the Company's securities. In connection with the offering, the Company has prepared an exemption document in accordance with Article 1(4) (db) of the Prospectus Regulation. The exemption document has been prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The exemption document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Finnish Financial Supervisory Authority.

The Company has not authorised any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in the Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.

This communication is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the offering, including the merits and risks involved.

The Sole Global Coordinator is acting exclusively for the Company and no one else in connection with the offering. It will not regard any other person as its respective client in relation to the offering. The Sole Global Coordinator will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the offering or any transaction or arrangement referred to herein.

Notice to distributors

Solely for the purposes of the product governance requirements set forth in (a) Directive 2014/65/EU (as amended, "MiFID II"); (b) Articles 9 and 10 of the Commission Delegated Directive 2017/593/EU supplementing MiFID II; and (c) local implementation measures (together "MiFID II Product Governance Requirements"), and disclaiming any liability the "manufacturer" (due to MiFID II Product Governance Requirements) may otherwise have, regardless of whether the liability is based on infringement, contract or otherwise, the Subscription Rights and the New Shares have been subject to an approval process whereby each of them: (i) satisfies the target market requirements of end customers for retail investors, as well as the requirements for investors defined as professional clients and eligible counterparties, as separately defined in MiFID II (the "Target Market Assessment"); and (ii) are suitable for offering through all distribution channels, as permitted in MiFID II, but not in any case to Restricted Countries. Distributors should note that the value of Subscription Rights and New Shares may decline and investors may not be able to recover all or part of the amount they have invested; Subscription Rights and New Shares do not guarantee any profits or capital protection; and investments in Subscription Rights and New Shares are suitable only for investors who do not need guaranteed profits or capital protection, and who (alone or in conjunction with an appropriate financial or other advisor) are able to assess the benefits and risks of such investment and have sufficient funds from investments to cover any losses incurred. The target market assessment does not affect the sales restrictions based on agreement, law or other regulation in the Offering.

The Target Market Assessment should not be considered as (a) an assessment of appropriateness or suitability under MiFID II or (b) a recommendation to an investor or a group of investors to invest, acquire or take any other action regarding the Subscription Rights or the New Shares. Each distributor is responsible for its own Target Market Assessment of the Subscription Rights and the New Shares and for determining the appropriate distribution channels.

FORWARD-LOOKING STATEMENTS

Certain statements in this release are "forward-looking statements." Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes," "intends," "may," "will" or "should" or, in each case, their negative or variations on comparable terminology.

Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.

by Admin

Inside information: Bioretec Ltd's Board of Directors resolved on a rights issue of up to approximately EUR 14.8 million and publishes the terms and conditions of the rights issue

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Inside information: Bioretec Ltd's Board of Directors resolved on a rights issue of up to approximately EUR 14.8 million and publishes the terms and conditions of the rights issue

Bioretec Ltd Inside information 27 March 2026 at 12:50 p.m. EET

Inside information: Bioretec Ltd's Board of Directors resolved on a rights issue of up to approximately EUR 14.8 million and publishes the terms and conditions of the rights issue

The Board of Directors of Bioretec Ltd ("Bioretec" or the "Company") has today 27 March 2026, based on the authorisation of the Extraordinary General Meeting of the Company held on 27 March 2026, resolved to offer Bioretec's shareholders up to 1,477,828,416 new shares (the "New Shares") for subscription primarily on the basis of shareholders' pre-emptive subscription right in the same proportion as they already hold shares in the Company (the "Existing Shares") and secondarily by other shareholders or by other persons in a rights issue of up to approximately EUR 14.8 million (the "Offering"). The subscription price for each New Share is EUR 0.01 (the "Subscription Price").

The purpose of the Offering is to strengthen the Company's capital base and financing resources supporting the Company in the execution of its strategy announced by a company release on 16 December 2025. The Company aims to strengthen its balance sheet, ensure sufficient working capital and finance the working capital needs of its targeted business growth with the proceeds from the Offering. The proceeds raised in the Offering are intended to be used to advance the commercial scale-up of the Company's products particularly in the United States, continue the progression of the development pipeline and launch three new products within the next 18 months, improve the Company's operations and production capabilities, and for working capital and general administration expenses.

The Offering in brief

In the Offering, Bioretec is seeking gross proceeds amounting to up to approximately EUR 14.8 million by offering up to 1,477,828,416 New Shares for subscription. However, the Company expects to raise at least approximately EUR 5 million in gross proceeds from the Offering, taking into account the Subscription Commitment and the Underwriting Commitment (as defined below) provided by Stephen Industries Inc Oy, which are subject to certain conditions.
Bioretec estimates that its present working capital will suffice into June 2026. According to Bioretec, if the Offering is completed within the planned timetable, the minimum gross proceeds of EUR 5 million expected from it (together with the current assets of Bioretec and its subsidiaries) would guarantee sufficient working capital to cover the Company's current needs until December 2026. If the Company succeeds in raising gross proceeds of EUR 14.8 million, the Company believes it would have sufficient working capital to execute its strategy into the last quarter of 2027 under the current business plan.
Existing shareholders of Bioretec have a primary right to subscribe for New Shares with pre-emptive subscription rights, which will be offered to them in the same proportion as they hold shares in Bioretec on 31 March 2026, being the record date of the Offering (the "Record Date").
Shareholders who are registered in the shareholders' register maintained by Euroclear Finland Ltd ("Euroclear Finland") on the Record Date shall receive one (1) subscription right (the "Subscription Right") per each one (1) Existing Share held by the shareholder in the form of a book-entry. The Subscription Rights will be recorded on shareholders' book-entry accounts in the book-entry system maintained by Euroclear Finland on 1 April 2026 at the latest. The first trading day of Bioretec's Existing Shares without Subscription Rights is 30 March 2026.
One (1) Subscription Right entitles the holder to subscribe for forty-eight (48) New Shares at the Subscription Price of EUR 0.01 for each New Share (the "Primary Subscription"). No fractional New Shares will be issued, and no Subscription Right may be used only in part.
The subscription period of the New Shares will commence on 7 April 2026 at 9:30 a.m. Finnish time and will end on 21 April 2026 at 4:00 p.m. Finnish time (the "Subscription Period"), unless the Subscription Period is extended. Unused Subscription Rights will become void upon the end of the Subscription Period.
The Subscription Rights are freely transferable and subject to trading on Nasdaq First North Growth Market Finland marketplace ("First North") under the trading code "BRETECU0126" and ISIN code FI4000602735 between 7 April 2026 and 15 April 2026.
Where not all New Shares are subscribed for in the Primary Subscription, both the Company's shareholders and other investors have a right to subscribe for the unsubscribed New Shares without Subscription Rights (the "Secondary Subscription") at the Subscription Price. The Company's Board of Directors will resolve on the allocation of New Shares subscribed for without Subscription Rights in the Secondary Subscription in accordance with the allocation preference described below.
In connection with the Offering, Bioretec will prepare an exemption document (the "Exemption Document") in accordance with Article 1(4) (db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation"). The Exemption Document will be prepared in the Finnish language and in accordance with the requirements of Annex IX of the Prospectus Regulation. Bioretec will publish the Exemption Document on or about 2 April 2026 before the commencement of the Subscription Period. An unofficial English-language translation of the Exemption Document will be published on or about 2 April 2026 before commencement of the Subscription Period.
Bioretec has, subject to certain conditions, received advance commitment from Stephen Industries Inc Oy to subscribe for New Shares in the Offering on the basis of all Subscription Rights to be recorded to it (the "Subscription Commitment"). The Subscription Commitment represents approximately EUR 1.8 million and approximately 12.0 per cent of the New Shares provided that the Offering will be fully subscribed. Stephen Industries Inc Oy has also, subject to certain conditions, provided an underwriting commitment for the Offering, pursuant to which Stephen Industries Inc Oy will subscribe for any and all New Shares not otherwise subscribed and paid for pursuant to the Subscription Rights or in the Secondary Subscription for an aggregate amount of up to EUR 5 million, which amount shall include Stephen Industries Inc Oy's aggregate subscriptions under the Subscription Commitment and any and all New Shares subscribed by it in the Primary and Secondary subscription (the "Underwriting Commitment"). The Subscription Commitment and the Underwriting Commitment are conditional upon, among other things, no change, event, occurrence, circumstance or development having occurred between the date of the Subscription Commitment and the Underwriting Commitment and the settlement and delivery date of the Offering that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole. Stephen Industries Inc Oy is a company controlled by the Chair of the Board of Directors of the Company, Kustaa Poutiainen. No fee will be paid to Stephen Industries Inc Oy for the Subscription Commitment. The Company will pay Stephen Industries Inc Oy a fee of approximately 7.5 per cent for the Underwriting Commitment. The fee will be based on the full aggregated amount of the Underwriting Commitment and it will be due and payable in the form of the Company's shares (the "Fee Shares") in connection with the completion of the Offering, provided that the Offering will be completed.
Furthermore, certain members of the Company's management have indicated that they intend to participate in the Offering as well.
DNB Carnegie Investment Bank AB, Finland Branch acts as the Sole Global Coordinator in the Offering (the "Sole Global Coordinator").
The terms and conditions of the Offering are attached to this release.

"With strengthened leadership, several achieved regulatory milestones and a new, focused strategy, Bioretec is well positioned to accelerate its commercialization in the U.S. and other key markets. The purpose of the Offering is to ensure sufficient financial resources to enable the execution of our strategy. Bioretec's largest shareholder, Stephen Industries Inc Oy, remains strongly committed to the Company, as evidenced by our Subscription and Underwriting Commitments in this Offering", states Kustaa Poutiainen, Chair of the Board of Directors of Bioretec.

"The past year has been a period of transition and rebuilding for Bioretec. We have reviewed every aspect of our operations, commercial structure and performance to enable a stable base, capable of supporting Bioretec's future growth. As a result of the necessary adjustments, we exit the year with a more agile commercial organization, a strengthened strategic focus, and greater readiness to execute our next phase.

There is a clear need to invest in expanding our commercial offering for RemeOs™ and building a U.S.-based commercial organization that can drive topline growth. We have an advantageous market position with three Breakthrough Device Designations and a TPT pass-through payment status for our absorbable metal, and now is the time to accelerate and capitalize on our opportunities. We arrange this Offering with a firm focus on capital-efficient execution of our strategy and disciplined scrutiny across our business, with the aim of generating value for our shareholders", says Sarah van Hellenberg Hubar-Fisher, the CEO of Bioretec.

General

The number of all shares in the Company may as a result of the Offering increase from the 30,788,092 Existing Shares to up to 1,527,156,313 shares in total (including the Fee Shares). Provided that the Offering is fully subscribed, the New Shares, together with the Fee Shares, will correspond to approximately 98.0 per cent of all shares.

Bioretec's Board of Directors has the right not to approve subscriptions received after the end of the Subscription Period. Bioretec's Board of Directors is entitled to extend the Subscription Period.

The Subscription Price is EUR 0.01 per New Share. The Subscription Price implies a customary discount for rights issues of approximately 23.4 per cent compared to the theoretical ex-rights price based on the closing price, EUR 0.16, of the Existing Shares on First North on the trading day immediately preceding the resolution on the Offering (26 March 2026). The Subscription Price for New Shares will be recorded in the fund for invested unrestricted equity of the Company.

If not all of the New Shares have been subscribed for in the Primary Subscription, the Company's Board of Directors will resolve on the allocation of New Shares subscribed for in the Secondary Subscription as follows:

First to those who have subscribed for New Shares also with Subscription Rights in the Primary Subscription. If the Offering is oversubscribed by such subscribers, the allocation to such subscribers shall be determined on a per-book-entry account basis pro rata to the Subscription Rights used to subscribe for New Shares and, if this is not possible, by a drawing of lots.
Second to those who have subscribed for New Shares only without Subscription Rights in the Secondary Subscription. If the Offering is oversubscribed by such subscribers, the allocation to such subscribers shall be determined on a per-book-entry account basis pro rata to the New Shares subscribed for by such subscribers and, if this is not possible, by a drawing of lots.
Third to Stephen Industries Inc Oy in accordance with the Underwriting Commitment.

The Company's Board of Directors will on or about 24 April 2026 (unless the Subscription Period is extended) approve subscriptions made with Subscription Rights and in accordance with the terms and conditions of the Offering and applicable law and regulations. In addition, the Board of Directors will on or about 24 April 2026 (unless the Subscription Period is extended) approve subscriptions made without Subscription Rights and in accordance with the terms and conditions of the Offering and applicable law and regulations.

The Company will on or about 24 April 2026 (unless the Subscription Period is extended) publish the final results of the Offering and the aggregate number of New Shares subscribed for by way of a company release.

The New Shares subscribed for with Subscription Rights will be recorded on investors' book-entry accounts as interim shares corresponding to the New Shares (the "Interim Shares") after subscriptions have been made and paid for. The ISIN code of the Interim Shares is FI4000602743 and the trading code on First North is "BRETECN0126". The Interim Shares will be freely transferable, and trading in the Interim Shares on First North as a separate share series commences on or about 8 April 2026 (provided that Nasdaq Helsinki Ltd accepts the Company's listing application). The Interim Shares will be combined with the Company's Existing Shares (ISIN code: FI4000480454 and trading code: "BRETEC") once the New Shares have been registered with the Trade Register maintained by the Finnish Patent and Registration Office. The combination will take place on or about 28 April 2026 (unless the Subscription Period is extended).

New Shares subscribed for without Subscription Rights will be recorded on the subscriber's book-entry account as shares on or about 29 April 2026 (unless the Subscription Period is extended). Trading in the New Shares will commence on First North on or about 29 April 2026 (unless the Subscription Period is extended).

Under the terms and conditions of the Company's active option programs, if the Company resolves, prior to the share subscriptions under each option program taking place, to issue new shares in accordance with the pre-emptive right of the shareholders, the holders of option rights shall receive equal treatment with the shareholders of the Company. Under the terms and conditions of the Company’s active stock option programs, the equal treatment shall be provided as determined by the Board of Directors, either by adjusting the amount of shares to be issued or the subscription price of the shares to be issued or both. In order to provide for such equal treatment, the Board of Directors of the Company anticipates adjusting the subscription prices of the Company's new shares under the Company's active stock option programs to account for the dilutive effect of the Offering, and a resolution to this effect is expected to be made separately once the Offering is completed.

Subscription and Underwriting Commitment

Bioretec has, subject to certain conditions, received the Subscription Commitment from Stephen Industries Inc Oy to subscribe for New Shares in the Offering on the basis of all Subscription Rights to be recorded to it.

Stephen Industries Inc Oy has also, subject to certain conditions, provided the Underwriting Commitment for the Offering, pursuant to which Stephen Industries Inc Oy will subscribe for any and all New Shares not otherwise subscribed and paid for pursuant to the Subscription Rights or in the Secondary Subscription for an aggregate amount of up to EUR 5 million, which amount shall include Stephen Industries Inc Oy's aggregate subscriptions under the Subscription Commitment and any and all New Shares subscribed by it in the Primary and Secondary Subscription.

Stephen Industries Inc Oy is a company controlled by the Chair of the Board of Directors of the Company, Kustaa Poutiainen. No fee will be paid to Stephen Industries Inc Oy for the Subscription Commitment. The Company will pay Stephen Industries Inc Oy a fee of approximately 7.5 per cent for the Underwriting Commitment. The fee will be based on the full aggregated amount of the Underwriting Commitment and it will be due and payable in the form of the Fee Shares in connection with the completion of the Offering, provided that the Offering will be completed.

Should Stephen Industries Inc Oy's Subscription Commitment and Underwriting Commitment given in respect of the Offering be exercised, the proportion of voting rights in the Company held by Stephen Industries Inc Oy, and thereby indirectly also by Kustaa Poutiainen, in the Company may exceed the 30 per cent and 50 per cent mandatory public takeover bid thresholds referred to in Chapter 11, Section 19 of the Finnish Securities Markets Act (746/2012, as amended, the "SMA"), in the event that the other shareholders of the Company do not exercise their Subscription Rights in full in the Offering. Stephen Industries Inc Oy and Kustaa Poutiainen have received a permanent exemption from the Finnish Financial Supervisory Authority pursuant to Chapter 11, Section 26 of the SMA from the obligation to launch a mandatory public takeover bid that may arise as a result of exceeding the mandatory public takeover bid thresholds. The exemption is conditional on that Stephen Industries Inc Oy, Kustaa Poutiainen or persons acting in concert with them do not acquire or subscribe for additional shares in Bioretec or otherwise increase their voting rights in Bioretec after the threshold for launching a mandatory public takeover bid has been exceeded. The exemption is additionally conditional on that the arrangement was supported at Extraordinary General Meeting of the Company held on 27 March 2026 by shareholders that are independent of the arrangement representing at least two thirds of the votes cast at the general meeting, which requirement was fulfilled at the Extraordinary General Meeting held on 27 March 2026. The Subscription Commitment and the Underwriting Commitment given by Stephen Industries Inc Oy in respect of the Offering are conditional upon certain customary conditions. In addition, the Subscription Commitment and the Underwriting Commitment are conditional upon no change, event, occurrence, circumstance or development having occurred between the date of the Subscription Commitment and the Underwriting Commitment and the settlement and delivery date of the Offering that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole.

Furthermore, certain members of the Company's management have indicated that they intend to participate in the Offering as well.

Important dates

Event	Date
First trading date without Subscription Rights		30 March 2026
Record Date of the Offering		31 March 2026
The Subscription Period for the Offering commences		7 April 2026
Trading in the Subscription Rights commences on First North		7 April 2026
Trading in the Interim Shares commences on First North		8 April 2026
Trading in the Subscription Rights ends on First North		15 April 2026
The Subscription Period for the Offering ends and unused Subscription Rights become void		21 April 2026
Announcement of the initial results of the Offering	estimated	23 April 2026
Announcement of the final results of the Offering	estimated	24 April 2026
Trading in the Interim Shares ends on First North	estimated	28 April 2026
The New Shares subscribed for in the Offering are registered in the Trade Register	estimated	28 April 2026
Interim Shares are converted into New Shares	estimated	28 April 2026
Trading in the New Shares commences on First North	estimated	29 April 2026

In connection with the Offering, Bioretec will prepare the Exemption Document in accordance with Article 1(4) (db) of the Prospectus Regulation. The Exemption Document will be available at Bioretec's website at https://investors.bioretec.com/fi/osakeanti_2026 on or about 2 April 2026 before the commencement of the Subscription Period.

The unofficial English-language translation of the Exemption Document will be available at Bioretec's website at https://investors.bioretec.com/en/offering_2026 on or about 2 April 2026 before the commencement of the Subscription Period.

Advisors

DNB Carnegie Investment Bank AB, Finland Branch is acting as the Sole Global Coordinator in the Offering. Krogerus Attorneys Ltd is acting as the legal counsel to the Company. Borenius Attorneys Ltd is acting as the legal counsel to the Sole Global Coordinator. IR Partners Ltd is acting as the communications advisor to the Company.

Bioretec Ltd
The Board of Directors

Further enquiries

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736

Tuukka Paavola, CFO, +358 50 386 0013

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

IMPORTANT INFORMATION

This release is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation"), has not been approved by any competent authority and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. This release neither describes nor purports to describe risks (direct or indirect) that may be associated with an investment in the Company's securities. In connection with the offering, the Company will prepare an exemption document in accordance with Article 1(4) (db) of the Prospectus Regulation. The exemption document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The exemption document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Finnish Financial Supervisory Authority.

Notice to distributors

FORWARD-LOOKING STATEMENTS

Appendix – Terms and Conditions of the Offering

Bioretec - Terms and conditions of the Offering - 27 March 2026.pdf

by Admin

Bioretec Ltd's resolutions of the Extraordinary General Meeting

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Bioretec Ltd's resolutions of the Extraordinary General Meeting

Bioretec Ltd Company release 27 March 2026 at 11:05 a.m. EET

Bioretec Ltd's resolutions of the Extraordinary General Meeting

Bioretec Ltd's (the "Company") Extraordinary General Meeting was held on Friday 27 March 2026 as a real-time virtual meeting in accordance with Chapter 5, Section 16, Subsection 3 of the Finnish Companies Act. The Extraordinary General Meeting decided upon the following:

Authorizing the Board of Directors to resolve on a rights offering

The Extraordinary General Meeting resolved to authorize the Board of Directors to resolve on a rights offering as follows:

Pursuant to the authorization, up to 1,500,000,000 new shares may be issued. The shares to be issued based on the authorization will be offered to the company's shareholders for subscription under pre-emptive subscription rights in the same proportion as they already hold shares in the company. Shares that remain unsubscribed at the end of the subscription period of the rights offering on the basis of shareholders' pre-emptive subscription rights may be offered on a secondary basis for subscription to other shareholders or third parties. The Board of Directors is authorized to decide to whom such shares that remain unsubscribed, if any, are offered to. In the event that shares are to be issued to potential subscription guarantors in a secondary offering, the company would be authorized to issue the shares to itself first without consideration and then further convey such treasury shares to subscription guarantors to enable delivery versus payment in respect of such subscription guarantors without the authorization being exercised twice in respect of such shares. The Board of Directors is authorized to resolve on all other terms and conditions of the rights offering, including the subscription and payment period and the grounds for determining the subscription price.

The authorization is valid until 30 June 2026. The authorization does not cancel previous unused authorizations granted to the Board of Directors.

More than two-thirds of the shareholders independent of the rights offering voted in favor of the authorization at the General Meeting.

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

The Extraordinary General Meeting resolved to authorize the Board of Directors to resolve on the issuance of shares and special rights entitling to shares as follows:

The total number of shares to be issued under the authorization may not exceed 250,000,000 shares in aggregate, including shares to be issued on the basis of special rights. Shares or special rights entitling to shares may be issued in one or more tranches, either against payment or without payment.

The shares to be issued under the authorization may be new shares or shares held by the Company. The authorization may be used for implementing the Company’s share-based incentive schemes as well as for financing or carrying out acquisitions or other arrangements (including for the payment of any share-based fees in consideration for subscription or underwriting commitments relating to the rights offering referred to above), for strengthening the Company’s balance sheet and financial position, or for other purposes determined by the Board of Directors.

Under the authorization, the Board of Directors may resolve to issue new shares to the Company itself without consideration. The Board of Directors shall be authorized to resolve on all terms and conditions of the share issuances and the issuance of special rights entitling to shares in the Company.

Shares and special rights entitling to shares may be issued in deviation from the shareholders’ pre-emptive rights within the limits set by law.

The authorization shall remain effective until the close of the Annual General Meeting of the Company held in 2027, however no longer than until 30 June 2027. The authorization revokes all previous unused authorizations regarding the issuance of shares and the issuance of special rights entitling to shares. The authorization does not, however, revoke the authorization to resolve on a rights offering referred to above.

The Board of Directors intends to use the authorization to issue shares on the basis of special rights in an amount corresponding to a dilution effect of no more than 12.00 percent after the potential completion of the rights issue referred to above.

General Meeting minutes

The minutes of the General Meeting will be made available on the Company's website at https://investors.bioretec.com/en/corporate_governance/egm_2026 by 10 April 2026 at the latest.

Further enquiries

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736

Tuukka Paavola, CFO, +358 50 386 0013

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

by Admin

The Finnish Financial Supervisory Authority has granted Stephen Industries Inc Oy and Kustaa Poutiainen a permanent exemption from the obligation to launch a mandatory public takeover bid

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The Finnish Financial Supervisory Authority has granted Stephen Industries Inc Oy and Kustaa Poutiainen a permanent exemption from the obligation to launch a mandatory public takeover bid

Bioretec Ltd Company Release 26 March 2026 at 17:50 p.m. EET

The Finnish Financial Supervisory Authority has granted Stephen Industries Inc Oy and Kustaa Poutiainen a permanent exemption from the obligation to launch a mandatory public takeover bid

Bioretec Ltd ("Bioretec" or the "Company") has announced on 10 March 2026 that it is planning a rights issue based on the shareholders' pre-emptive subscription right (the "Offering").

Bioretec has previously announced that it has, subject to certain conditions, received an advance commitment from Stephen Industries Inc Oy to subscribe for new shares in the Offering on the basis of all subscription rights to be recorded to it (the "Subscription Commitment"). In addition, Stephen Industries Inc Oy has, subject to certain conditions, provided an underwriting commitment for the Offering, pursuant to which Stephen Industries Inc Oy will subscribe for any and all new shares not otherwise subscribed and paid for pursuant to the subscription rights or in the secondary subscription for an aggregate amount of up to EUR 5 million, which amount shall include Stephen Industries Inc Oy's aggregate subscriptions under the Subscription Commitment and any and all new shares subscribed by it in the primary and secondary subscription (the "Underwriting Commitment"). Stephen Industries Inc Oy is a company controlled by the Chair of the Board of Directors of the Company, Kustaa Poutiainen. No fee will be paid to Stephen Industries Inc Oy for the Subscription Commitment. The Company will pay Stephen Industries Inc Oy a fee of approximately 7.5 per cent for the Underwriting Commitment. The fee will be based on the full aggregated amount of the Underwriting Commitment and it will be due and payable in the form of the Company's shares in connection with the completion of the Offering, provided that the Offering will be completed.

The Subscription Commitment and the Underwriting Commitment given by Stephen Industries Inc Oy in respect of the Offering have been conditional upon the Finnish Financial Supervisory Authority granting an exemption to the obligation to launch a mandatory public takeover bid according to Chapter 11, Section 26 of the Finnish Securities Markets Act (746/2012, as amended) and upon certain customary conditions. In addition, the Subscription Commitment and the Underwriting Commitment are conditional upon no change, event, occurrence, circumstance or development having occurred between the date of the Subscription Commitment and the Underwriting Commitment and the settlement and delivery date of the Offering that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, assets, liabilities or prospects of Bioretec and its subsidiaries, taken as a whole.

Bioretec has today been informed by Stephen Industries Inc Oy and Kustaa Poutiainen that they have applied for, and the Finnish Financial Supervisory Authority has today on 26 March 2026 decided to grant a permanent exemption from the obligation to launch a mandatory public takeover bid, even if the voting percentage in the Company of Stephen Industries Inc Oy, and indirectly Kustaa Poutiainen, were to exceed the 30 or the 50 per cent threshold for the obligation to launch a mandatory public takeover bid as a result of the Subscription Commitment and the Underwriting Commitment. The threshold could be exceeded if Stephen Industries Inc Oy subscribes for Bioretec's shares in the Offering pursuant to the Subscription Commitment, the Underwriting Commitment, and the Underwriting Commitment fee, depending on whether other shareholders or investors subscribe for all the remaining shares offered in the Offering or not.

The exemption is conditional on that Stephen Industries Inc Oy, Kustaa Poutiainen or persons acting in concert with them do not acquire or subscribe for additional shares in Bioretec or otherwise increase their voting rights in Bioretec after the threshold for launching a mandatory public takeover bid has been exceeded.

The exemption is additionally conditional on that the arrangement is supported at Extraordinary General Meeting of the Company to be held on 27 March 2026 by shareholders that are independent of the arrangement representing at least two thirds of the votes cast.

Bioretec Ltd

Further enquiries

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736

Tuukka Paavola, CFO, +358 50 386 0013

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

IMPORTANT INFORMATION

This release is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation"), has not been approved by any competent authority and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. This release neither describes nor purports to describe risks (direct or indirect) that may be associated with an investment in the Company's securities. In connection with the offering, the Company will prepare an exemption document in accordance with Article 1(4) (db) of the Prospectus Regulation. The exemption document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The exemption document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Finnish Financial Supervisory Authority.

DNB Carnegie Investment Bank AB, Finland Branch (the "Sole Global Coordinator") is acting exclusively for the Company and no one else in connection with the offering. The Sole Global Coordinator will not regard any other person as its respective client in relation to the offering. The Sole Global Coordinator will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the offering or any transaction or arrangement referred to herein.

by Admin

Change to the publication date of Business Review: Bioretec publishes January-March 2026 Business Review on 15 May 2026

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Change to the publication date of Business Review: Bioretec publishes January-March 2026 Business Review on 15 May 2026

Bioretec Ltd Financial calendar 24 March 2026 at 1:45 p.m. EET

Bioretec Ltd publishes its January-March 2026 Business Review on 15 May 2026. The earlier announced publication date was 14 May 2026.

For additional information:

Sarah van Hellenberg Hubar-Fisher, CEO

+31 6 1544 8736

sarah.hubar-fisher@bioretec.com

Tuukka Paavola, CFO

+358 50 386 0013

tuukka.paavola@bioretec.com

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is a globally operating Finnish medical device pioneer at the forefront of transforming orthopedic care with fully biodegradable implant technologies. 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.

The company’s latest innovation, the RemeOs™ product line, is based on a high-performance 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 first RemeOs product market authorization was received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025.

Bioretec’s Activa product line features fully bioabsorbable orthopedic implants made from a proprietary, self-reinforced PLGA both CE marked and FDA cleared for a wide range of indications in adult and pediatric patients.

Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

by Admin

Bioretec Ltd’s Financial Statements and Annual Report 2025 published

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Bioretec Ltd’s Financial Statements and Annual Report 2025 published

Bioretec Ltd | Company announcement | 13 March 2026 at 5:15 p.m.

Bioretec Ltd has today published its 2025 Financial Statements and Annual Report. The publications are attached to this release and also available in Finnish and English on the company’s website at investors.bioretec.com/en/reports_and_presentations

For additional information:

Sarah van Hellenberg Hubar-Fisher, CEO

+31 6 1544 8736

sarah.hubar-fisher@bioretec.com

Tuukka Paavola, CFO

+358 50 386 0013

tuukka.paavola@bioretec.com

Certified Adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is a globally operating Finnish medical device pioneer at the forefront of transforming orthopedic care with fully biodegradable implant technologies. 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 shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

wkr0006.pdf

Bioretec Annual Report 2025.pdf

by Admin

Inside information: Timo Lehtonen takes on a new role at Bioretec as External Executive Advisor and steps down from the management team

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Inside information: Timo Lehtonen takes on a new role at Bioretec as External Executive Advisor and steps down from the management team

Bioretec Ltd Inside information 12 March 2026 at 4:30 p.m. EET

Timo Lehtonen, the current Chief Technology Officer of Bioretec Ltd ("Bioretec" or the "Company"), will transition to the role of External Executive Advisor (Technology & Strategy) and step down from the Company's management team and Chief Technology Officer role as of 6 July 2026.

In this non-executive role, Lehtonen will support the Company as an external advisor, providing strategic advice on materials science, technology development, the product pipeline, and clinical and regulatory strategy. He will also support the Company in key external interactions with regulators, investors, partners and key opinion leaders, and help ensure continuity of technological expertise during the leadership transition.

Lehtonen has indicated that he intends to participate in Bioretec's planned rights issue announced by the Company on 10 March 2026.

As part of this transition, Bioretec will not be replacing the Chief Technology Officer role on a like-for-like basis. Instead, Bioretec is planning to establish two new dedicated roles to cover the Company's day-to-day operational needs in both product development and clinical affairs.

"Timo has been, and will continue to be, a valuable part of the Bioretec team. His leadership has shepherded Bioretec from early materials science to breakthrough designation leadership, establishing a solid foundation of world-class materials science and technology development. I am thrilled that Timo will be continuing his journey with Bioretec following 6 years of leadership, providing both knowledge continuity and strategic counsel on technology development and materials science, in support of our journey ahead," says Sarah van Hellenberg Hubar-Fisher, the CEO of Bioretec.

"This is a natural moment for me to transition to a new advisory role, while continuing to support Bioretec going forward. Together, we have built a strong foundation in absorbable metal implant technology and advanced a promising product pipeline supported by substantial clinical and regulatory progress. I strongly believe in the future of this technology and in the talented team that will continue to develop it. The progress achieved reflects the deep expertise, persistence and hard work of many people across the organisation. I am proud of what we have accomplished together and look forward to continuing to support Bioretec's development and long-term success in my advisory capacity," says Timo Lehtonen.

Further enquiries

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

by Admin

Notice of the Extraordinary General Meeting of Bioretec Ltd

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Notice of the Extraordinary General Meeting of Bioretec Ltd

Bioretec Ltd | Company announcement | 10 March 2026 at 21:31 p.m. EET

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF BIORETEC LTD

The shareholders of Bioretec Ltd are hereby invited to the Extraordinary General Meeting of shareholders to be held on 27 March 2026 at 10:00 a.m. (Finnish time) without a meeting venue as a real-time virtual meeting in accordance with Article 10 of the Articles of Association and Chapter 5, Section 16, Subsection 3 of the Finnish Companies Act. Instructions for participation are presented in this notice under section C "Instructions for the participants".

A shareholder may participate in the Extraordinary 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 must register for the meeting no later than 19 March 2026 at 4:00 p.m. (Finnish time). Instructions for registration are set out below in section C. "Instructions for the participants".

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are also presented in this notice under section C “Instructions for the participants”.

A. Agenda of the Extraordinary General Meeting

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
Authorizing the Board of Directors to resolve on a rights offering

The Board of Directors of the company proposes that the Extraordinary General Meeting authorizes the Board of Directors to resolve on a rights offering as follows:

The authorization is valid until 30 June 2026. The authorization does not cancel previous unused authorizations granted to the Board of Directors.

Stephen Industries Inc Oy, which represents approximately 12.00 percent of all the shares and votes in Bioretec on the date of this notice, has given an irrevocable commitment to vote in favor of the above-mentioned authorization proposal of the Board of Directors. In addition, Stephen Industries Inc Oy has, subject to certain conditions, provided an advance commitment to subscribe for new shares in the Offering on the basis of all subscription rights to be recorded to it (the "Subscription Commitment"). Stephen Industries Inc Oy has also, subject to certain conditions, provided an underwriting commitment for the Offering, pursuant to which Stephen Industries Inc Oy will subscribe for any and all new shares not otherwise subscribed and paid for pursuant to the subscription rights or in the secondary subscription for an aggregate amount of up to EUR 5 million, which amount shall include Stephen Industries Inc Oy's aggregate subscriptions under the Subscription Commitment and any and all new shares subscribed by it in the primary and secondary subscription (the "Underwriting Commitment"). Should Stephen Industries Inc Oy's Subscription Commitment and Underwriting Commitment given in respect of the rights offering be exercised, the proportion of voting rights held by Stephen Industries Inc Oy, and thereby indirectly also by Kustaa Poutiainen, in Bioretec may exceed the 30 percent and 50 percent mandatory public takeover bid thresholds referred to in Chapter 11, Section 19 of the Finnish Securities Markets Act (746/2012, as amended, the "SMA"), in the event that the other shareholders of Bioretec do not exercise their subscription rights in full in the rights offering. Stephen Industries Inc Oy and Kustaa Poutiainen intend to apply for a permanent exemption from the Finnish Financial Supervisory Authority pursuant to Chapter 11, Section 26 of the SMA from the obligation to launch a mandatory public takeover bid that may arise as a result of exceeding the mandatory public takeover bid thresholds. The Subscription Commitment and the Underwriting Commitment given by Stephen Industries Inc Oy in respect of the rights offering are conditional upon the Finnish Financial Supervisory Authority granting such an exemption and upon certain customary conditions. In addition, the Underwriting Commitment is conditional upon no change, event, occurrence, circumstance or development having occurred between the date of the Underwriting Commitment and the settlement and delivery date of the Offering that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, assets, liabilities or prospects of Bioretec and its subsidiaries, taken as a whole. If the exemption is granted, it is expected to be conditional upon at least two-thirds of the votes cast at the company's Extraordinary General Meeting, independent of the arrangement, supporting the above-mentioned authorization. Stephen Industries Inc Oy is a company controlled by the Chair of the Board of Directors of the company, Kustaa Poutiainen.

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

The Board of Directors proposes that the Extraordinary General Meeting authorizes the Board of Directors to resolve on the issuance of shares as well as the issuance of stock options and other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act as follows:

The shares to be issued under the authorization may be new shares or shares held by the Company. The authorization may be used for implementing the Company’s share-based incentive schemes as well as for financing or carrying out acquisitions or other arrangements (including for the payment of any share-based fees in consideration for subscription or underwriting commitments relating to the rights offering referred to in item 6 above), for strengthening the Company’s balance sheet and financial position, or for other purposes determined by the Board of Directors.

Shares and special rights entitling to shares may be issued in deviation from the shareholders’ pre-emptive rights within the limits set by law.

Closing of the meeting

B. Documents of the General Meeting

Documents referred to in Chapter 5, Section 21 of the Finnish Companies Act are available and printable on the company's website at https://investors.bioretec.com/en/corporate_governance/egm_2026 as of 20 March 2026, at the latest.

The meeting minutes of the Extraordinary General Meeting will be available on the company's website no later than 10 April 2026.

C. Instructions for the participants

Eligibility to attend and registration for the Extraordinary General Meeting

Shareholder registered in the shareholders’ register

Each shareholder who is registered on 17 March 2026 in the shareholders’ register of the company held by Euroclear Finland Oy 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.

Registration period for the General Meeting begins on 11 March at 10:00 a.m. (Finnish time). A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than on 19 March 2026 at 4:00 p.m. (Finnish time), by which time the registration must be received.

The registration may take place by:

a) via the Company’s website at https://investors.bioretec.com/en/corporate_governance/egm_2026 (electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate);

b) e-mail. Shareholders registering by e-mail shall submit the registration form and advance voting form available on the company's website at https://investors.bioretec.com/en/corporate_governance/egm_2026 or equivalent information to egm@innovatics.fi; or;

c) mail. Shareholders registering by mail shall submit the registration form and advance voting form available on the company's website at https://investors.bioretec.com/en/corporate_governance/egm_2026 or equivalent information to Innovatics Ltd by mail to Innovatics Ltd, General Meeting / Bioretec Ltd, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her/its name, date of birth / business ID, address, phone number and email address, and the name, date of birth, email and phone number of a possible assistant, proxy representative and legal person's 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.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 1.00 p.m. to 4.00 p.m.

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 17 March 2026 would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy. 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 Oy at the latest on 24 March 2026 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 register of the company, the issuance of proxy documents and voting instructions, and registration for the General Meeting from his/her/its custodian bank as well as participating in the virtual meeting and voting in advance. 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.

A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the company’s shareholders’ register, the real-time participation in the meeting requires the submission of the shareholder’s e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation by regular mail to Innovatics Ltd, General Meeting/Bioretec Ltd, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting. If a holder of nominee-registered shares has authorized their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the General Meeting, unless the holder of nominee-registered shares votes otherwise during the General Meeting.

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://investors.bioretec.com/en/corporate_governance/egm_2026.

The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder who they represent. Proving the right to represent can be done by using the suomi.fi e-Authorizations service available in the electronic registration service.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Ltd, General Meeting / Bioretec Ltd, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to egm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.

Participation instructions

A shareholder who has the right to participate in the Extraordinary General Meeting can participate in the meeting and use their rights in full and in real-time during the meeting via remote connection.

Remote access to the General Meeting will be provided through Inderes Plc general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you wish to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.

The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the meeting. It is advisable to log in to the meeting system well in advance of the meeting.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you read the detailed participation instructions before the meeting.

Advance voting

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the time period from 11 March 2026 at 10:00 a.m. (Finnish time) to 19 March 2026 at 4:00 p.m. (Finnish time) in the following ways:

(a) via the company's website at https://investors.bioretec.com/en/corporate_governance/egm_2026. Login to the service is done in the same way as for registration in section C.1 of this notice;

(b) by email, by sending the registration and advance voting form available on the Company’s website at https://investors.bioretec.com/en/corporate_governance/egm_2026 no later than on 11 March 2026 at 10:00 a.m. (Finnish time) or corresponding information to egm@innovatics.fi; or

(c) by mail, by sending the registration and advance voting form available on the Company’s website at https://investors.bioretec.com/en/corporate_governance/egm_2026 no later than on 11 March 2026 at 10:00 a.m. (Finnish time) or corresponding information to the address Innovatics Ltd, General Meeting / Bioretec Ltd, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

A shareholder’s advance votes must be received by Innovatics by the time advance voting ends. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration for the General Meeting and voting in advance, provided that the abovementioned information required for registration is provided.

It is not possible for a shareholder who has voted in advance to use the right to ask questions or the right to demand a vote in accordance with the Finnish Companies Act, unless the shareholder itself, or the shareholder's proxy representative, participates in the General Meeting.

The account management organization of the custodian bank shall see to advance voting on behalf of nominee registered shareholders. The account management organization may vote in advance on behalf of the nominee registered shareholders it represents in accordance with these voting instructions during the registration period for nominee registered shareholders.

An agenda item subject to advance voting is considered to have been presented at the General Meeting unchanged. The advance voting form will be available on the Company’s website at https://investors.bioretec.com/en/corporate_governance/egm_2026 as of the beginning of the advance voting period at the latest.

Other instructions / information

The General Meeting will be held in Finnish language.

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

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://investors.bioretec.com/en/corporate_governance/egm_2026.

Bioretec Ltd has a total of 30,788,092 shares on the date of publication of the notice of the meeting 10 March 2026. The company does not have any Bioretec shares in its possession. Possible changes in shareholding occurring after the record date of the General Meeting shall not affect the shareholder’s right to participate in the meeting nor the voting rights of a shareholder.

In Tampere, 10 March 2026

BIORETEC LTD

BOARD OF DIRECTORS

Further enquiries

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736

Tuukka Paavola, CFO, +358 50 386 0013

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

by Admin

Inside information: Bioretec Ltd is planning a rights issue of at least EUR 5 million and up to EUR 15 million with a maximum of 1,500,000,000 new shares

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Inside information: Bioretec Ltd is planning a rights issue of at least EUR 5 million and up to EUR 15 million with a maximum of 1,500,000,000 new shares

Bioretec Ltd Inside information 10 March 2026 at 21:30 p.m. EET

Inside information: Bioretec Ltd is planning a rights issue of at least EUR 5 million and up to EUR 15 million with a maximum of 1,500,000,000 new shares

Transaction highlights

The Offering (as defined below) of at least EUR 5 million and up to EUR 15 million, on the basis of which a maximum of 1,500,000,000 new shares may be issued.
Support from Stephen Industries Inc Oy, the largest shareholder of Bioretec Ltd ("Bioretec" or the "Company"), representing approximately 12.00 per cent of all shares and votes in Bioretec. Stephen Industries Inc Oy has undertaken to vote in favour of the proposal by the Board of Directors regarding the Offering at a general meeting. Stephen Industries Inc Oy has given a Subscription Commitment (as defined below) to subscribe for new shares in the Offering on the basis of all subscription rights to be recorded to it and to provide an Underwriting Commitment (as defined below), with the the aggregate amount of the shares subscribed for under the Subscription Commitment and the Underwriting Commitment together being up to EUR 5 million, subject to the Finnish Financial Supervisory Authority granting an exemption from the obligation to launch a mandatory public takeover bid and certain other conditions.
The Offering is subject to an authorisation to be sought from the extraordinary general meeting of shareholders to be held on 27 March 2026 (the "EGM") and the resolution by Bioretec's Board of Directors.
The Company aims to strengthen its balance sheet, ensure sufficient working capital and finance the working capital needs of its targeted business growth with the proceeds from the Offering aligning with the updated strategy announced on 16 December 2025.

Bioretec announced on 13 February 2026 that the Company's Board of Directors is assessing a potential rights issue based on the shareholders' pre-emptive subscription right in the near future (the "Offering"). Bioretec will today publish a notice to convene the EGM for the purpose of authorising the Board of Directors to resolve on the Offering, on the basis of which a maximum of 1,500,000,000 new shares may be issued. The Offering is expected to be completed in the beginning of the second quarter of 2026, subject to market conditions.

Background for the Offering

EGM

Bioretec will seek authorisation for the Offering from the EGM.

Furthermore, Bioretec is currently assessing its incentive schemes and the possibility to establish a new incentive scheme. In addition to the authorisation sought for the Offering, the Company's Board of Directors will also propose to the EGM to resolve on the authorisation of the Board of Directors to resolve on the issuance of shares and other special rights entitling to shares, on the basis of which a maximum of 250,000,000 shares, including shares to be issued on the basis of special rights, may be issued. The authorisation may be used for implementing the Company's share-based incentive schemes as well as for financing or carrying out acquisitions or other arrangements (including for the payment of any share-based fees in consideration for subscription or underwriting commitments relating to the Offering), for strengthening the Company's balance sheet and financial position, or for other purposes determined by the Board of Directors. The Board of Directors intends to use the authorisation to issue shares on the basis of special rights in an amount corresponding to a dilution effect of no more than 12.00 per cent after the potential completion of the Offering.

Support for the Offering from the Company's largest shareholder and the Company's management

Bioretec has received an irrevocable advance commitment from Stephen Industries Inc Oy to vote in favour of the proposal by the Board of Directors regarding the Offering at a general meeting. In addition, Bioretec has, subject to certain conditions, received advance commitment from Stephen Industries Inc Oy to subscribe for new shares in the Offering on the basis of all subscription rights to be recorded to it (the "Subscription Commitment"). Stephen Industries Inc Oy has also, subject to certain conditions, provided an underwriting commitment for the Offering, pursuant to which Stephen Industries Inc Oy will subscribe for any and all new shares not otherwise subscribed and paid for pursuant to the subscription rights or in the secondary subscription for an aggregate amount of up to EUR 5 million, which amount shall include Stephen Industries Inc Oy's aggregate subscriptions under the Subscription Commitment and any and all new shares subscribed by it in the primary and secondary subscription (the "Underwriting Commitment"). Stephen Industries Inc Oy is a company controlled by the Chair of the Board of Directors of the Company, Kustaa Poutiainen. No fee will be paid to Stephen Industries Inc Oy for the Subscription Commitment. The Company will pay Stephen Industries Inc Oy a fee of approximately 7.5 per cent for the Underwriting Commitment. The fee will be based on the full aggregated amount of the Underwriting Commitment and it will be due and payable in the form of the Company's shares in connection with the completion of the Offering, provided that the Offering will be completed.

The Subscription Commitment and the Underwriting Commitment given by Stephen Industries Inc Oy in respect of the Offering are conditional upon the Finnish Financial Supervisory Authority granting such an exemption and certain customary conditions. In addition, the Underwriting Commitment is conditional upon no change, event, occurrence, circumstance or development having occurred between the date of the Underwriting Commitment and the settlement and delivery date of the Offering that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole.

Furthermore, certain members of the Company's management have indicated that they intend to participate in the Offering as well.

Sarah van Hellenberg Hubar-Fisher, the CEO of Bioretec, comments:

"I am very excited by the momentum we are building at Bioretec and the opportunities that lie ahead. With three breakthrough device designations and CMS pass-through payment status for our absorbable metal in hand, now is the moment to accelerate our advantageous position in the market and capitalise on our opportunities. Our US direct sales model has been delivering consistent quarterly growth since Q2 of 2025. There is a clear need to invest in expanding our commercial offering for RemeOs™ and building a US-based commercial organisation that can drive topline growth. Built on a foundation of globally recognised scientific capabilities, Bioretec has a strong platform from which to pursue commercial and operational excellence as well. To capture these opportunities, we will arrange this rights issue with a firm focus on capital-efficient execution of our strategy and disciplined scrutiny across our business, with the aim of generating value for our shareholders."

Lead manager

Bioretec has appointed DNB Carnegie Investment Bank AB, Finland Branch as the lead manager for the Offering.

Further enquiries

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736

Tuukka Paavola, CFO, +358 50 386 0013

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

IMPORTANT INFORMATION

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into Australia, Canada, The Hong Kong Special Administrative Region of the People's Republic of China, Japan, New Zealand, Singapore, South Africa or the United States or any other jurisdiction in which publication or distribution would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation") and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

This communication is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

FORWARD-LOOKING STATEMENTS

Certain statements in this release are "forward-looking statements". Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes," "intends," "may," "will" or "should" or, in each case, their negative or variations on comparable terminology.

by Admin

Inside information: Bioretec Ltd's Board of Directors is assessing a potential rights issue in the near future

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Inside information: Bioretec Ltd's Board of Directors is assessing a potential rights issue in the near future

Bioretec Ltd Inside information 13 February 2026 at 9.31 a.m. EET

The Board of Directors of Bioretec Ltd ("Bioretec" or the "Company") is assessing a potential rights issue based on the shareholders' pre-emptive subscription right (the "Offering") in the near future. The targeted gross proceeds to be raised through the Offering would preliminarily be approximately EUR 15 million.

Bioretec announced its updated strategy and financial targets in a company release on 16 December 2025. The potential Offering would strengthen the Company's capital base and financing resources supporting the execution of the new strategy.

The execution of the potential Offering would be subject to, among other things, a share issue authorisation granted by a general meeting of shareholders of Bioretec and a resolution by the Board of Directors of Bioretec regarding the Offering. The Board of Directors of Bioretec has not made any final decisions concerning the execution of the Offering and emphasizes that the execution of the potential Offering is not yet certain.

DNB Carnegie Investment Bank AB, Finland Branch has been mandated to investigate the structure and terms for a potential Offering.

Further enquiries

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736

Tuukka Paavola, CFO, +358 50 386 0013

Certified adviser

Nordic Certified Adviser AB, +46 70 551 67 29

Information about Bioretec

Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.

To learn more about Bioretec, visit www.bioretec.com

IMPORTANT INFORMATION

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into Australia, Canada, The Hong Kong Special Administrative Region of the People's Republic of China, Japan, New Zealand, Singapore, South Africa or the United States or any other jurisdiction in which publication or distribution would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation") and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

FORWARD-LOOKING STATEMENTS

by Admin

Press Release

Bioretec Ltd publishes an exemption document relating to its rights issue

Inside information: Bioretec Ltd's Board of Directors resolved on a rights issue of up to approximately EUR 14.8 million and publishes the terms and conditions of the rights issue

Bioretec Ltd's resolutions of the Extraordinary General Meeting

The Finnish Financial Supervisory Authority has granted Stephen Industries Inc Oy and Kustaa Poutiainen a permanent exemption from the obligation to launch a mandatory public takeover bid

Change to the publication date of Business Review: Bioretec publishes January-March 2026 Business Review on 15 May 2026

Bioretec Ltd’s Financial Statements and Annual Report 2025 published

Inside information: Timo Lehtonen takes on a new role at Bioretec as External Executive Advisor and steps down from the management team

Notice of the Extraordinary General Meeting of Bioretec Ltd

Inside information: Bioretec Ltd is planning a rights issue of at least EUR 5 million and up to EUR 15 million with a maximum of 1,500,000,000 new shares

Inside information: Bioretec Ltd's Board of Directors is assessing a potential rights issue in the near future