Pre-Annual General Meeting Information • Oct 22, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders of Alligator Bioscience AB, Reg. No. 556597-8201, are invited to the extraordinary general meeting to be held on Tuesday 25 November 2025 at 11.00 CET, at Medicon Village, conference room Bengt, Scheelevägen 4 in Lund, Sweden.
Shareholders that want to participate in the meeting must be recorded in the company's share register kept by Euroclear Sweden AB as of Monday 17 November 2025 and, further, have notified their participation to the company no later than Wednesday 19 November 2025, by mail to Alligator Bioscience AB, att. Greta Höög, Medicon Village, Scheeletorget 1, SE-223 81 Lund, Sweden. Notice can also be given by phone +46 (0)46-540 82 00 or by e-mail [email protected]. The notification should specify the shareholder's complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Wednesday 19 November 2025. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
If the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should

preferably be attached to the shareholder's notification to participate in the meeting. A template power of attorney is available at the company's website ( www.alligatorbioscience.com) and will be sent to shareholders who request it and state their address.
The board of directors proposes that lawyer Ola Grahn is elected as Chairman of the meeting.
The board of directors proposes that the meeting resolves on (A) amendment of the Articles of Association; and (B) decrease of the share capital to cover loss according to what is set out below.
The board of directors proposes that the meeting resolves to amend the company's Articles of Association in accordance with the following:

The share capital of the company shall be no less than SEK 13,200,000 and no more than SEK 52,800,000.
The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000.
The board of directors proposes that the meeting resolves to decrease the share capital with SEK 26,288,203.20 to cover loss and without the redemption of shares. The decrease reduces the share capital from SEK 35,050,937.60 to SEK 8,762,734.40, whereby the share's quota value decreases from SEK 0.80 to SEK 0.20.
The board of directors' proposals under A–B above constitutes a joint proposal and shall be resolved upon as a joint resolution.
The resolution is conditional upon the meeting also resolving in accordance with items 7–10 in the notice.
In order to enable the rights issue of units consisting of ordinary shares and warrants that is proposed to be approved under item 8 in the notice, the board of directors proposes that the meeting resolves to amend the company's Articles of Association by adopting new limits for the share capital and the number of shares, respectively. In this regard, the board of directors has prepared six proposals for amendments to the Articles of Association, Alternative A, Alternative B, Alternative C, Alternative D, Alternative E and Alternative F. Only one set of Articles of Association are intended to be registered with the Swedish Companies Registration Office (Sw. Bolagsverket). Which Articles of Association may be registered depends on the final transaction structure and how many ordinary shares and warrants are issued and subscribed for and paid for in the rights issue.
It is proposed that the board of directors shall be authorized to register the company's new Articles of Association in accordance with one of Alternative A, Alternative B, Alternative C, Alternative D, Alternative E and Alternative F, based on what the board of directors, after considering the final terms and the outcome of the

rights issue, deems most appropriate. It is therefore proposed that the meeting resolves on all alternatives, but only one of the alternatives may ultimately be registered with the Swedish Companies Registration Office. The board of directors may also find it most appropriate not to register any new Articles of Association at all.
The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000.
The share capital of the company shall be no less than SEK 12,000,000 and no more than SEK 48,000,000.
The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000.
The number of shares shall not be less than 60,000,000 and shall not exceed 240,000,000.
The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000.
The share capital of the company shall be no less than SEK 16,000,000 and no more than SEK 64,000,000.
The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000.

The number of shares shall not be less than 80,000,000 and shall not exceed 320,000,000.
The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000.
The share capital of the company shall be no less than SEK 20,000,000 and no more than SEK 80,000,000.
The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000.
The number of shares shall not be less than 100,000,000 and shall not exceed 400,000,000.
The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000.
The share capital of the company shall be no less than SEK 40,000,000 and no more than SEK 160,000,000.
The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000.

The number of shares shall not be less than 200,000,000 and shall not exceed 800,000,000.
The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000.
The share capital of the company shall be no less than SEK 60,000,000 and no more than SEK 240,000,000.
The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000.
The number of shares shall not be less than 300,000,000 and shall not exceed 1,200,000,000.
The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000.
The share capital of the company shall be no less than SEK 100,000,000 and no more than SEK 400,000,000.
The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000.

The number of shares shall not be less than 500,000,000 and shall not exceed 2,000,000,000.
The meeting's resolution in accordance with the board of directors' proposal under Alternatives A–F above shall be made as a joint resolution.
The resolution is conditional upon the meeting also resolving in accordance with items 6 and 8–10 in the notice.
The board of directors proposes that the meeting resolves to approve the board of directors' decision of 22 October 2025 on a rights issue of units, whereby each unit consists of two (2) ordinary shares and one (1) warrant series TO 14 ("TO 14") and on the following terms and conditions in general:

To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
Subscription of units without exercise of unit rights shall be made on a separate subscription list during the same time period as subscription by exercise of unit rights shall be made. Payment for units subscribed for without exercise of unit rights is to be made no later than the third banking day after notice on the allotment has been sent to the subscriber through promissory note. The board of directors shall

not, however, be prevented from granting set-off pursuant to Chap. 13. Sec. 41 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). Subscription can be made by exercise of unit rights on a subscription list for subscribers who wish to receive such set-off.
The board of directors shall have the right to prolong the time period for subscription and payment.

In order to enable the issuance of units consisting of ordinary shares and warrants as compensation to those who have entered into guarantee commitments (the "Guarantors") to secure the rights issue of units that was resolved upon by the board of directors on 22 October 2025, and which is proposed to be approved under item 8 in the notice, the board of directors proposes that the meeting resolves to authorize the board of directors, for the period until the next annual general meeting, on one or several occasions, with deviation from the shareholders' preferential rights and with or without provisions regarding set-off or other conditions, to resolve on issue of ordinary shares and warrants to the Guarantors.
Upon exercise of the authorization, the terms and conditions for units shall be the same as in the rights issue, meaning that each unit shall consist of two (2) ordinary shares and one (1) warrant series TO 14, including the subscription price in the rights issue.
The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to be able to carry out an issue of units as compensation to the Guarantors. The number of ordinary shares and warrants that may be issued pursuant to the authorization may not exceed the total number of ordinary shares and warrants corresponding to the agreed underwriting fee that the company has to pay to the Guarantors.

The resolution is conditional upon the meeting also resolving in accordance with items 6–8 and 10 in the notice.
The board of directors proposes that the meeting resolves to authorize the board of directors to, on one occasion during the period until the next annual general meeting, with deviation from the shareholders' preferential rights, resolve to issue warrants. The warrants shall be issued free of charge.
The purpose of the authorization as well as the reasons for the deviation from the shareholders' preferential rights and the warrants being issued free of charge is to enable an issue of warrants to Fenja Capital as part of the restructuring of the company's existing loan agreement with Fenja Capital as described in the company's press release from 22 October 2025.
The resolution is conditional upon the meeting also resolving in accordance with items 6–9 in the notice.
The board of directors proposes that the meeting resolves to authorize the board of directors, for the time up until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to resolve to issue new ordinary shares, convertibles and/or warrants with right to convert into and subscribe for ordinary shares. The reason for why a deviation from the shareholders' preferential rights should be possible is to enable the company to be able to source working capital, to be able to extend the ownership base with one or more owners of strategic importance, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. The total number of ordinary shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 20 per cent of the number of outstanding ordinary shares as per the date when the issue authorization is utilized for the first time.
In case the authorization is used for an issue with deviation from the shareholders' preferential rights, the issue shall be made on market terms.

The authorization corresponds to the authorization resolved at the Annual General Meeting on 7 May 2025 and will, after it has been registered with the Swedish Companies Registration Office, replace the previous authorization from the Annual General Meeting. The reason to why the board of directors is now proposing a new authorization is partly that the majority of the existing authorization has been utilized in connection with the completion of two directed issues in May 2025, and to adapt the new authorization to the number of outstanding ordinary shares in the company after the completion of the rights issue proposed for approval under item 8 in the notice.
For valid resolutions on the proposals pursuant to items 6–7 and 9–11, the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.
The complete proposals for resolutions and ancillary documents pursuant to the Swedish Companies Act will be kept available at the company's office at Medicon Village, Scheeletorget 1, SE-223 81 Lund, Sweden and at the company's website (www.alligatorbioscience.com) as from no later than three weeks prior to the meeting, and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the meeting.
Shareholders present at the meeting have the right to request information at the meeting pursuant to Chapter 7, Section 32 Paragraph 1 of the Swedish Companies Act .
The total number of shares and votes in the company amounts to 43,813,672, all of which are ordinary shares.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/ Privacy-notice-bolagsstammor-engelska.pdf.
Lund in October 2025
_____________________
ALLIGATOR BIOSCIENCE AB (PUBL)

The Board of Directors
Søren Bregenholt, CEO
E-mail: [email protected]
Phone: +46 (0) 46 540 82 00
The information was submitted for publication, through the agency of the contact person set out above, at 11:55 p.m. CEST on 22 October 2025.
Notice of extraordinary general meeting in Alligator Bioscience AB
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.