Bioretec Ltd's resolutions of the Extraordinary General Meeting

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

HELSINKI, Finland, March 27, 2026 /PRNewswire/ -- 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 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 

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SOURCE Bioretec