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Proposals by Bioretec Ltd's Shareholders' Nomination Board for AGM 2025

Finland-based Bioretec Ltd, a prominent name in the field of biodegradable orthopedic implants, has outline several pivotal proposals from its Shareholders' Nomination Board ahead of the Annual General Meeting (AGM) scheduled for March 21, 2025. These directives encompass the remuneration for Board members, the number of directors to be elected, and nominations for new candidates.

Remuneration Framework

The proposed remuneration for the Board members will commence from the end of the AGM in 2025 and will run until the completion of the AGM in 2026. Specifically:

• - The Chairperson of the Board is to receive €3,750 per month, slightly down from €10,000 in 2024.
• - The Deputy Chairperson, if elected, will earn €2,500 per month, aimed at supporting the planning of successor appointments.
• - Regular Board members will receive €2,000 per month, an increase from €1,500 the previous year.

Moreover, the Board members will have their legitimate travel expenses reimbursed in accordance with the applicable guidelines set by the Tax Administration.

Board Composition Changes

In terms of Board composition, the Nomination Board has suggested an increase in membership from five to six. The candidates put forth for re-election are:
1. Michael Piccirillo (B.Sc. Microbiology, BBA)
2. Sarah van Hellenberg Hubar-Fisher (MBA, M.Sc. Nutritional Epidemiology and Public Health)
3. Päivi Malinen (LL.M)
4. Kustaa Poutiainen (M.Sc. (Econ))

Additionally, the Board has nominated two new candidates:
1. Antti Vasara (Doctor of Science, Technology)
2. Justin Barad (MD)

As an important note, Tomi Numminen has chosen not to seek re-election.

Assessment of Candidates

The Shareholders' Nomination Board has confirmed that all proposed candidates, except for Kustaa Poutiainen, are considered independent of Bioretec. Poutiainen is perceived as independent of Bioretec itself, but due to his position as chair of a key shareholder, Stephen Industries Inc Oy, he cannot be classified as independent of the significant shareholder.

The fresh perspective and expertise of the newly nominated Board members are expected to enhance Bioretec's strategic direction, especially as the company focuses on the burgeoning market for orthopedic trauma solutions. The new direction also aligns with the Nomination Board’s commitment to maintain diversity within the Board.

Election Procedures

During the AGM, shareholders are encouraged to discuss the nominations comprehensively, as Bioretec holds a distinct Shareholder's Nomination Board separate from the Board of Directors. This process is designed to ensure that all nominees present an integrated and diverse skill set to bolster the Company's objectives.

About Bioretec

Bioretec Ltd is a pioneering Finnish medical device company. It focuses on biodegradable orthopedic implants aimed at improving treatment outcomes in orthopedic surgeries. Its innovative RemeOs™ product line, based on advanced magnesium alloys and hybrid composites, offers superior healing capabilities, reducing the need for removal surgeries and aiding in fracture recovery. Notably, the company received U.S. market authorization for RemeOs™ in March 2023 and is currently advancing through the CE mark approval process in Europe. Bioretec aims to significantly influence the over $9 billion global orthopedic trauma and spine market, contributing to improved surgical outcomes and healthcare efficiencies.

For further inquiries, contact the Chairperson of the Nomination Board, Kustaa Poutiainen, at +358 40 042 4506.