Correction: The Board of Directors of Bioretec Ltd resolved on a new stock option plan

Bioretec Ltd — Company Announcement — 23 October 26 at 2.35 EEST

Bioretec Ltd corrects and supplements its company announcements of 1 June 2026 and 7 July 2026 concerning the Board of Directors’ resolution to establish a new stock option plan. The earlier announcements did not specify that the share subscription price stated therein does not apply to all of the options: under the terms and conditions of the plan, certain terms may vary by jurisdiction, and for a portion of the options the share subscription price is determined on the basis of the fair market value of the share to comply with local tax requirements. The corrected announcement is presented in full below.

The Board of Directors of Bioretec Ltd has resolved to establish a new stock option plan for key personnel and selected consultants of the Group. There is a weighty financial reason for the Company to issue stock options, as they are intended to form part of the incentive and commitment program for the Group’s key personnel and consultants. The stock options are intended to encourage the participants to work on a long-term basis to increase shareholder value and to commit the participants to the service of the Company. The stock option plan is directed to approximately 30 key persons and consultants.

A maximum total of 182,970,807 stock options will be issued, entitling their owners to subscribe for a maximum total of 182,970,807 new shares in the Company or existing shares held by the Company. The stock options are issued gratuitously. Of the stock options, 97,584,430 are marked with the symbol 2026A and 85,386,377 are marked with the symbol 2026B.

The shares to be subscribed for on the basis of the issued stock options correspond to a maximum total of 12 per cent of all the shares and votes in the Company after potential share subscriptions, should new shares be issued in the subscription. As a result of the share subscriptions, the number of shares in the Company may increase by a maximum total of 182,970,807 shares, should new shares be issued in the subscription.

The stock options vest gradually over four years, subject to continued employment or service. After a 12-month cliff, 40 per cent of the 2026A options and 25 per cent of the 2026B options will vest. The remaining options of both classes will vest in equal quarterly instalments over the subsequent three years.

The share subscription price for stock options 2026A and 2026B is the volume-weighted average share price (VWAP) of the Company’s share during the period of one (1) month commencing on April 29, 2026, plus a 20 per cent premium.

The share subscription price stated above does not apply to all of the options. Under the terms and conditions of the plan, which permit the Board to set terms to comply with local law, the share subscription price for options granted to US taxpayers is determined on the basis of the fair market value of the share at the time of grant, in order to comply with US tax requirements (Section 409A of the U.S. Internal Revenue Code). This price is determined separately for each grant and may therefore differ between grants; to date it has been equal to or higher than the announced subscription price (VWAP plus a 20 per cent premium). The number of stock options and the maximum dilution (12 per cent of the shares and votes) remain unchanged.

The share subscription price will be credited to the reserve for the Company’s invested unrestricted equity. The share subscription price will be reduced by the amount of dividends and assets from reserves of unrestricted equity per share resolved after the Board’s resolution but before the share subscription.

The share subscription period for the stock options starts when options vest and ends on May 31, 2032, for both stock options 2026A and 2026B.

The theoretical market value of one stock option is EUR 0.0172 per stock option. The total theoretical market value of all stock options is approximately EUR 3,147,098. The theoretical market value of one stock option has been calculated using the Black & Scholes stock option pricing model, taking into account the exercise price of the stock option and the following assumptions: share price EUR 0.0226, risk-free interest rate 2.77%, time to maturity approximately six years, current dividend yield 0% and volatility approximately 89.60%.

The Board of Directors resolved on the new stock option plan by virtue of an authorisation granted by the Extraordinary General Meeting of Shareholders on March 27, 2026.

Contacts

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 pioneer at the forefront of transforming orthopedic care with bioabsorbable implant technologies. The company offers two product families, Activa and RemeOs™, both based on advanced bioabsorbable materials. The products developed and manufactured by Bioretec are used worldwide in approximately 40 countries.

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

The company’s latest innovation, the RemeOs™ product family, is based on a high-performance magnesium alloy and hybrid composite. 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. To date, the RemeOs™ product line has received three FDA Breakthrough Device Designations.

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

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