Offering 2026

The reason for the Offering is to strengthen the Company's capital base and financing resources supporting the execution of its strategy. 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 subscription price for each new share is EUR 0.01.

The New Shares are offered for subscription by the Company's shareholders in the same proportion as they hold Shares in the Company on the record date of the Offering, 31 March 2026.

Each holder of existing shares who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date will receive one (1) book-entry subscription right for each one (1) existing share held on the record date. Each holder of subscription rights shall with one (1) subscription right have the right to subscribe for forty-eight (48) new shares at the subscription price. Where not all new shares are subscribed for in the primary subscription, the company's shareholders and other investors have a right to subscribe for the unsubscribed new shares without subscription rights at the subscription price.

Where not all new shares are subscribed for in the primary subscription, the company's shareholders and other investors have a right to subscribe for the unsubscribed new shares without subscription rights at the subscription price. The company's Board of Directors will resolve on any offering of new shares not subscribed for with subscription rights secondarily to the company's shareholders and/or other investors, who have given a subscription order to subscribe for new shares without subscription rights.

Prior to the offering, the company 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. 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 subscription period for the new shares will commence on 7 April 2026 at 9:30 am Finnish time and will end on 21 April 2026 at 4:00 pm Finnish time. The financial intermediary used by the investor may require subscription orders to be given on a certain date before trading in subscription rights or the subscription period ends.

The subscription rights will be subject to trading on Nasdaq First North Growth Market Finland, a multilateral trading facility maintained by Nasdaq Helsinki Ltd between 10:00 am on 7 April 2026 and 6:30 pm on 15 April 2026 (unless the subscription period is extended), provided that Nasdaq Helsinki accepts the company's listing application. The ISIN code of the Subscription Rights is FI4000602735 and the trading code on First North is BRETECU0126.

Bioretec's shareholders and other investors have a right to participate in the offering also without subscription rights in the secondary subscription. Shareholders and other investors may subscribe for new shares without subscription rights by giving a subscription order and by paying the subscription price (multiplied by the number of new shares subscribed for) in full and as instructed by the financial intermediary.

You will receive instructions on how to submit a subscription order from your financial intermediary.
Each shareholder or other investor may participate in the offering in the primary subscription by subscribing for new shares with the subscription rights on their book-entry account and by paying the subscription price multiplied by the number of new shares subscribed for.

Shareholders and other investors may subscribe for new shares without subscription rights in the secondary subscription by giving a subscription order and by paying the subscription price (multiplied by the number of new shares subscribed for) in full and as instructed by the financial intermediary.

When the subscription period for the offering ends, the unused subscription rights become void.

Investors should note that subscription of new shares, with or without subscription rights, is irrevocable and the subscription order cannot be cancelled or amended.

No service fees are levied by the Company or the Sole Global Coordinator on the subscription for new shares. Financial intermediaries may charge commissions or other fees and expenses for orders made in respect of subscription rights in accordance with their terms of service. Financial intermediaries may also charge fees in accordance with their terms of service for any other custody and brokerage arrangements.