Notice of Extraordinary General Meeting in Alligator Bioscience AB

About this update from Alligator Bioscience Ab

LUND, SE / ACCESS Newswire / October 22, 2025 / Alligator Bioscience (STO:ATORX) 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. RIGHT TO PARTICIPATE AND NOTIFICATION 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). TRUSTEE-REGISTERED SHARES 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. PROXIES ETC. 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. PROPOSED AGENDA 0. Opening of the meeting. 1. Election of Chairman of the meeting. 2. Preparation and approval of the register of voters. 3. Election of two persons to confirm the minutes. 4. Approval of the agenda. 5. Determination as to whether the meeting has been duly convened. 6. Resolution on (A) amendment of the Articles of Association; and (B) decrease of the share capital to cover loss. 7. Resolution on amendment of the Articles of Association. 8. Resolution on approval of the board of directors' resolution on rights issue of units. 9. Resolution to authorize the board of directors to issue ordinary shares and warrants to guarantors. 10. Resolution to authorize the board of directors to issue warrants. 11. Resolution to authorize the board of directors regarding issues. 12. Closing of the meeting. PROPOSED RESOLUTIONS Item 1: Election of Chairman of the meeting The board of directors proposes that lawyer Ola Grahn is elected as Chairman of the meeting. Item 6: Resolution on (A) amendment of the Articles of Association; and (B) decrease of the share capital to cover loss 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. A. Amendment of the Articles of Association The board of directors proposes that the meeting resolves to amend the company's Articles of Association in accordance with the following: § 4 Share capital Current wording The share capital of the company shall be no less than SEK 13,200,000 and no more than SEK 52,800,000. Proposed wording The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000. B. Decrease of the share capital to cover loss 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. Item 7: Resolution on amendment of the Articles of Association 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. Amendments to the Articles of Association in accordance with Alternative A §4 Share capital Current wording The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000. Proposed wording The share capital of the company shall be no less than SEK 12,000,000 and no more than SEK 48,000,000. §5 Number of shares Current wording The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000. Proposed wording The number of shares shall not be less than 60,000,000 and shall not exceed 240,000,000. Amendments to the Articles of Association in accordance with Alternative B §4 Share capital Current wording The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000. Proposed wording The share capital of the company shall be no less than SEK 16,000,000 and no more than SEK 64,000,000. §5 Number of shares Current wording The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000. Proposed wording The number of shares shall not be less than 80,000,000 and shall not exceed 320,000,000. Amendments to the Articles of Association in accordance with Alternative C §4 Share capital Current wording The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000. Proposed wording The share capital of the company shall be no less than SEK 20,000,000 and no more than SEK 80,000,000. §5 Number of shares Current wording The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000. Proposed wording The number of shares shall not be less than 100,000,000 and shall not exceed 400,000,000. Amendments to the Articles of Association in accordance with Alternative D §4 Share capital Current wording The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000. Proposed wording The share capital of the company shall be no less than SEK 40,000,000 and no more than SEK 160,000,000. §5 Number of shares Current wording The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000. Proposed wording The number of shares shall not be less than 200,000,000 and shall not exceed 800,000,000. Amendments to the Articles of Association in accordance with Alternative E §4 Share capital Current wording The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000. Proposed wording The share capital of the company shall be no less than SEK 60,000,000 and no more than SEK 240,000,000. §5 Number of shares Current wording The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000. Proposed wording The number of shares shall not be less than 300,000,000 and shall not exceed 1,200,000,000. Amendments to the Articles of Association in accordance with Alternative F §4 Share capital Current wording The share capital of the company shall be no less than SEK 8,500,000 and no more than SEK 34,000,000. Proposed wording The share capital of the company shall be no less than SEK 100,000,000 and no more than SEK 400,000,000. §5 Number of shares Current wording The number of shares shall not be less than 16,500,000 and shall not exceed 66,000,000. Proposed wording 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. Item 8: Resolution on approval of the board of directors' resolution on rights issue of units 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: 1. The board of directors, or a person appointed by the board of directors, shall be authorized to, no later than five weekdays prior to the record date, determine the maximum amount by which the company's share capital shall be increased, the maximum number of new ordinary shares, TO 14, and consequently the number of units, that shall be issued, the number of existing ordinary shares that shall entitle to subscription of a certain number of units and the amount that shall be paid for each unit in the rights issue. 2. The board of directors' determination of the terms and conditions of the rights issue pursuant to the authorization in item 1 may not result in the company's share capital and number of shares, after the completion of the rights issue, exceeding the limits of the company's maximum permitted share capital and number of shares according to the Articles of Association (based on the current Articles of Association or one of the Articles of Association proposed to the meeting and set out in item 7 in the notice). As a result of the exercise of the TO 14, the company's share capital may be increased by not more than the amount corresponding to the number of TO 14 that shall be issued in accordance with item 1, multiplied by the share's quota value, at any given time. 3. The amount that exceeds the share's quota value shall be transferred to the unrestricted share premium reserve. 4. The warrants shall be issued free of charge. 5. Subscription of units with preferential rights shall be made by exercise of unit rights. The right to receive unit rights for subscription of units with preferential rights shall vest in those who, on the record date, are registered as shareholders and thereby are allotted unit rights in relation to their shareholding as of the record date. 6. The record date for receipt of unit rights and the right to participate in the issue with preferential rights shall be 2 December 2025. 7. If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the issue: To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots. 8. Subscription of units by exercise of unit rights shall be made through cash payment during the time period from and including 4 December 2025 up to and including 18 December 2025. Subscription of units through payment means that the subscriber authorizes an issuing agent engaged by the company to execute subscription on a subscription list regarding the number of free of charge warrants that the subscribed units consist of. 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. 9. In the event that a subscriber subscribes for units that entail that the subscriber's total shareholding exceeds a limit that entails a notification obligation in accordance with the Swedish Screening of Foreign Direct Investments Act ( Sw. lagen (2023:560) om granskning av utländska direktinvesteringar), allotment shall initially only be made at a level whereby the subscriber is below the said limit, and allotment of an excess part of the subscription shall be conditional upon i) the subscriber fulfilling its notification obligation; and (ii) that the Inspectorate of Strategic Products ( Sw. Inspektionen för strategiska produkter) makes a decision on the basis of the subscriber's notification to the effect that allotment may take place. Payment for such units shall then be made no later than the third banking day after the conditions for subscription have been fulfilled. 10. Subscription can only be made in units and thus not by ordinary shares or warrants individually. Allotment may only be made in units. However, after the rights issue, the ordinary shares and warrants will be separated. 11. The ordinary shares issued in connection with the rights issue convey right to dividends as from the first record date for dividends occurring after the issue resolution. 12. For TO 14 and the exercise of the subscription right, the following terms and conditions inter alia applies: 13. The resolution is conditional upon the meeting also resolving in accordance with items 6-7 and 9-10 in the notice. Item 9: Resolution to authorize the board of directors to issue ordinary shares and warrants to guarantors 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. Item 10: Resolution to authorize the board of directors to issue warrants 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. Item 11: Resolution to authorize the board of directors regarding issues 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. PARTICULAR MAJORITY REQUIREMENTS 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. MEETING DOCUMENTS AND OTHER INFORMATION 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 . NUMBER OF SHARES AND VOTES IN THE COMPANY The total number of shares and votes in the company amounts to 43,813,672, all of which are ordinary shares. PROCESSING OF PERSONAL DATA 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 For further information, please contact: 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. Attachments Notice of extraordinary general meeting in Alligator Bioscience AB SOURCE: Alligator Bioscience View the original press release on ACCESS Newswire

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