Better Healing– Better Life

The objective of the offering is to strengthen Bioretec's capital structure and to ensure the company’s ability to implement the RemeOs™ commercialization strategy. The proceeds from the offering are intended to be used to strengthen the commercialization of the RemeOs pipeline by expanding sales and marketing activities and the enhancement of distribution networks in key markets, support the company’s product development within the RemeOs portfolio, and fund operational scaling, covering working capital requirements and investments in machinery and facility expansion.

Bioretec’s largest shareholder, Stephen Industries Inc Oy, has, subject to certain customary conditions, committed to subscribe for new shares in the offering on the basis of all subscription rights recorded to them. Stephen Industries Inc Oy has also committed to underwrite any and all new shares remaining after allocation pursuant to secondary subscriptions. In addition, the company's shareholders, including but not limited to Ilmarinen Mutual Pension Insurance Company, Handelsbanken Fonder AB, Sijoitusrahasto Säästöpankki Pienyhtiöt, Varma Mutual Pension Insurance Company, Danske Invest, VR Pension Fund, eQ Finland and Aktia Fund Management Company Ltd for and on behalf of mutual funds managed by it have indicated that they intend to subscribe for new shares in the offering on the basis of all subscription rights to be recorded to them.

Bioretec's current shareholders have the primary right to subscribe for new shares with subscription rights offered to them in proportion to their holdings of Bioretec’s shares on the record date of the offering 2 June 2025. Shareholders will receive one (1) book-entry subscription right for each (1) share they own. Four (4) subscription rights entitle the subscription for one (1) new share.

The subscription price of the new share is EUR 1.50. The subscription price implies a customary discount for rights issues of approximately 24.8 per cent compared to the theoretical ex-rights price. The discount has been calculated based on the closing price of Bioretec’s share on Nasdaq First North Growth Market Finland on 27 May 2025, which was EUR 2.12.

The price of the subscription right is determined on market terms Nasdaq First North Growth Market Finland. You can trade with the subscription rights on Nasdaq First North Growth Market Finland between 5 June 2025 and 12 June 2025. You can buy or sell subscription rights by placing an order with your own book-entry account manager or securities broker. The trading code of the subscription rights is BRETECU0125.

No fees or other expenses will be charged to investors for subscribing for new shares. Account operators, asset managers and nominees, as well as brokers, that execute orders relating to the subscription rights, may charge a commission for such actions in accordance with their fee schedules. Account operators may also charge fees in accordance with their fee schedules for the maintenance of book-entry accounts and for custody and transfers of shares. No transfer tax is levied on the subscription of new shares.

You can participate in the offering by subscribing for new shares with the subscription rights on you book-entry account and by paying the subscription price. You must pay the subscription price in its entirety in accordance with the instructions of your account operator, asset manager or nominee upon giving your subscription order.

Your unused subscription rights will become void and removed from your book-entry accounts upon the end of the subscription period without any notice or compensation. Subscriptions are binding and may not be amended or withdrawn.

If you own Bioretec shares on the record date 2 June 2025, you have the primary right to subscribe for new shares with subscription rights. If not all new shares are subscribed for in the primary subscription, in the secondary subscription, both the company's shareholders and other investors have the right to subscribe for unsubscribed new shares without subscription rights at the subscription price. Bioretec’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 in the terms and conditions of the offering.

You can subscribe for new shares without subscription rights by giving a subscription order and by paying the subscription price in accordance with the instructions of your account operator, asset manager or nominee. Bioretec’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 in the terms and conditions of the offering.

The new shares subscribed for with subscription rights will be recorded on your book-entry account as interim shares corresponding to the new shares after subscriptions have been made and paid for. The trading in the interim shares commences on or about 6 June 2025. The interim shares will be combined with the company's existing shares once the new shares have been registered with the Finnish Trade Register on or about 27 June 2025.

Further information on the offering is available on this web page. The Exception Document related to the offering is available on this page on or about 4 June 2025.