Bioretec Ltd: Notification pursuant to Chapter 9, Section 10 of the Finnish Securities Markets Act (Kustaa Poutiainen)

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28 Apr, 2026, 15:33 GMT

HELSINKI, April 28, 2026 /PRNewswire/ -- Bioretec Ltd Company release 28 April 2026 at 15:55 p.m. EEST

Bioretec Ltd ("Bioretec" or the "Company") has received on 28 April 2026 the following notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from Kustaa Poutiainen. According to the notification, the holding of Stephen Industries Inc Oy, an entity controlled by Kustaa Poutiainen, in Bioretec's shares and votes has exceeded 30 per cent on 28 April 2026.

The notification relates to the exceeding of the flagging threshold as a result of the rights issue carried out by the Company (the "Offering"). The notification relates to the subscription commitment (the "Subscription Commitment") and the underwriting commitment (the "Underwriting Commitment") given by Stephen Industries Inc Oy to the Company. In addition, Stephen Industries Inc Oy has been paid a fee pursuant to the Underwriting Commitment in the form of new shares in the Company in connection with the completion of the Offering (the "Fee Shares"). As announced by the Company on 24 April 2026, the Board of Directors of Bioretec resolved on 24 April 2026 on the issue of 24,196,337 Fee Shares to Stephen Industries Inc Oy without consideration, in accordance with the Underwriting Commitment.

As a result of the Subscription Commitment, the Underwriting Commitment and the Fee Shares, the number of shares and votes held by Stephen Industries Inc Oy in the Company has increased to 527,891,799, corresponding to approximately 39.34 per cent of all the shares and votes in the Company. The holding of Stephen Industries Inc Oy in Bioretec's shares and votes has thus exceeded the flagging threshold of 30 per cent. As announced by the Company on 26 March 2026, the Finnish Financial Supervisory Authority has, subject to certain conditions, granted a permanent exemption from the obligation to launch a mandatory public takeover bid to Stephen Industries Inc Oy and Kustaa Poutiainen, even if the voting percentage in the Company of Stephen Industries Inc Oy, and indirectly Kustaa Poutiainen, were to exceed the 30 or the 50 per cent threshold for the obligation to launch a mandatory public takeover bid as a result of the Offering. Exceeding the 30 per cent mandatory bid threshold, therefore, does not impose an obligation on Kustaa Poutiainen or Stephen Industries Inc Oy to launch a mandatory public takeover bid before Stephen Industries Inc Oy, Kustaa Poutiainen or persons acting in concert with them acquire or subscribe for additional shares in Bioretec or otherwise increase their voting rights in Bioretec.

As announced by the Company on 28 April 2026, the new shares issued in connection with the Offering have been registered with the Trade Register maintained by the Finnish Patent and Registration Office on 28 April 2026.

The total number of shares and votes in Bioretec is 1,341,785,963.

Bioretec has one series of shares in which each share carries one vote.

The total holding of Kustaa Poutiainen in Bioretec's shares and votes according to the notification:

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total of both in %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	39.34 %	-	39.34 %	1,341,785,963
Position of previous notification (if applicable)	10.85 %	-	10.85 %

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Shares and voting rights

	Number of shares and voting rights		% of shares and voting rights
Class / type of shares	Direct (SMA 9:5)	Indirect (SMA 9:6 and 9:7)	Direct (SMA 9:5)	Indirect (SMA 9:6 and 9:7)
FI4000480454	-	527,891,799	-	39.34 %
SUBTOTAL A	-	527,891,799	-	39.34 %

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:

Name	% of shares and voting rights	% of shares and voting rights through financial instruments	Shares, voting rights, and financial instruments in total
Kustaa Poutiainen	-	-	-
Stephen Industries Inc Oy	39.34 %	-	527,891,799
TOTAL	39.34 %	-	527,891,799

Contacts

Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736
Tuukka Paavola, CFO, +358 50 386 0013

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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