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

HELSINKI, Finland, March 10, 2026 /PRNewswire/ -- 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:

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.

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 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 in item 6 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 issued under item 6 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 in item 6 above.

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

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/bioretec/r/notice-of-the-extraordinary-general-meeting-of-bioretec-ltd,c4319477

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