Notice of extraordinary general meeting in Alligator Bioscience AB

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 Wednesday 26 August 2026 at 11.00 CEST, at Medicon Village, conference room Collaboraction, 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 Tuesday 18 August 2026 and, further, have notified their participation to the company no later than Thursday 20 August 2026, 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 anmalan@alligatorbioscience.com. 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 Thursday 20 August 2026. 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; (B) decrease of the share capital to cover loss; and (C) decrease of the share capital for allocation to unrestricted shareholders’ equity.
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. 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; (B) decrease of the share capital to cover loss; and (C) decrease of the share capital for allocation to unrestricted shareholders’ equity

The board of directors proposes that the meeting resolves on (A) amendment of the Articles of Association; (B) decrease of the share capital to cover loss; and (C) decrease of the share capital for allocation to unrestricted shareholders’ equity, in accordance with 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 60,000,000 and no more than SEK 240,000,000.

Proposed wording
The share capital of the company shall be no less than SEK 3,000,000 and no more than SEK 12,000,000.

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 112,379,938.92 to cover loss and without the redemption of shares. The decrease decreases the share capital from SEK 125,621,369.60 to SEK 13,241,430.68, whereby the share’s quota value decreases from SEK 0.20 to approximately SEK 0.02.

C. Decrease of the share capital for allocation to unrestricted shareholders’ equity
The board of directors further proposes that the meeting resolves to decrease the share capital by an additional SEK 10,100,896.44 for allocation to unrestricted shareholders’ equity, without the redemption of shares. The reason for the board of directors’ proposal to decrease the company’s share capital under this item C is to improve the ratio between the share capital and unrestricted equity.

As a statement pursuant to Chapter 20, Section 13 of the Swedish Companies Act (2005:551), the board of directors may state the following. The resolution to decrease the company’s share capital in accordance with the proposal in this item C may be implemented without authorization from the Swedish Companies Registration Office or a general court, since the company will simultaneously carry out a rights offering of units, which means that neither the company’s restricted equity nor its share capital, will be decreased. The board of directors’ proposed resolution to approve the board of director’s resolution regarding the rights of units is set forth in item 8 on the agenda for the meeting.

Following the reduction of the share capital in accordance with item B above, the effect of the board of director’s proposal regarding the reduction of the share capital under this item C will be that the share capital and restricted equity will decrease by SEK 10,100,896.44 to SEK 3,140,534.24, whereby the quota value of the share will simultaneously decrease from approximately SEK 0.02 to SEK 0.005. If the rights issue is fully subscribed, the share capital and restricted equity will subsequently increase by SEK 31,405,342.40 (based on the new quota value) to SEK 34,545,876.64. If the rights issue is subscribed to only the guaranteed level (approximately 47 percent), the share capital and restricted equity will increase by SEK 14,700,000.00 to SEK 17,840,534.24.

The board of directors' proposals under A–C 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 four proposals for amendments to the Articles of Association, Alternative A, Alternative B, Alternative C and Alternative D. 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 how many ordinary shares and warrants that 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 and Alternative D, based on what the board of directors, after considering 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 3,000,000 and no more than SEK 12,000,000.

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 300,000,000 and shall not exceed 1,200,000,000.

Proposed wording
The number of shares shall not be less than 2,400,000,000 and shall not exceed 9,600,000,000.

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 3,000,000 and no more than SEK 12,000,000.

Proposed wording
The share capital of the company shall be no less than SEK 15,000,000 and no more than SEK 60,000,000.

§5 Number of shares
Current wording
The number of shares shall not be less than 300,000,000 and shall not exceed 1,200,000,000.

Proposed wording
The number of shares shall not be less than 3,000,000,000 and shall not exceed 12,000,000,000.

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 3,000,000 and no more than SEK 12,000,000.

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 300,000,000 and shall not exceed 1,200,000,000.

Proposed wording
The number of shares shall not be less than 4,000,000,000 and shall not exceed 16,000,000,000.

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 3,000,000 and no more than SEK 12,000,000.

Proposed wording
The share capital of the company shall be no less than SEK 30,000,000 and no more than SEK 120,000,000.

§5 Number of shares
Current wording
The number of shares shall not be less than 300,000,000 and shall not exceed 1,200,000,000.

Proposed wording
The number of shares shall not be less than 6,000,000,000 and shall not exceed 24,000,000,000.

The meeting's resolution in accordance with the board of directors’ proposal under Alternatives A–D 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 23 July 2026 on a rights issue of a maximum of 3,140,534,240 units consisting of ordinary shares and warrants in accordance with the following conditions:

1. Each unit consists of two (2) new ordinary shares, one (1) warrant series TO 15 (“TO 15”) and one (1) warrant series TO 16 (“TO 16”). In total, the issue comprises a maximum of 6,281,068,480 ordinary shares, a maximum of 3,140,534,240 TO 15 and a maximum of 3,140,534,240 TO 16.

2. The subscription price per unit shall be SEK 0.04, which corresponds to a subscription price of SEK 0.02 per ordinary share. Any amount exceeding the quota value of the shares shall be added to the free share premium reserve. The warrants are issued free of charge.

3. 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.

4. The record date for receipt of unit rights and the right to participate in the issue with preferential rights shall be 2 September 2026.

5. Each existing share entitles to five (5) unit rights and one (1) unit right entitles to subscription of one (1) unit.

6. 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:

1. firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units;

1. secondly, to those who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and

1. thirdly, to those who have provided guarantee commitments with regard to subscription of units, in proportion to such guarantee commitments.

To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.

7. Subscription of units by exercise of unit rights shall be made through cash payment during the period from and including 4 September 2026 up to and including 18 September 2026. 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, or, in the case of units subscribed for by guarantors in accordance with an underwriting commitment, no later than the fifth banking day 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.

8. 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 three banking days after the conditions for allotment have been fulfilled.

9. Subscription can only be made in units and thus not by shares or warrants individually. Allotment may only be made in units. However, after the issue, the ordinary shares and warrants will be separated.

10. The ordinary shares issued in connection with the unit issue convey right to dividends as from the first record date for dividends occurring after the issue resolution.

11. For TO 15 and the exercise of the subscription right, the following terms and conditions inter alia applies:

(a) that one (1) TO 15 entitles the right to acquire one (1) new ordinary share in the company against cash consideration amounting to 70 per cent of the volume weighted average price according to the official price list of Nasdaq Stockholm for ordinary shares in the company during the period from and including 16 December 2026 up to and including 4 January 2027, however not less than the highest of (i) the quota value of the shares or (ii) SEK 0.01. The subscription price shall be rounded off to the nearest whole öre (SEK 0.01). Any amount exceeding the quota value of the shares shall be added to the free share premium reserve;

(b) that the subscription price and the number of ordinary shares that each TO 15 entitles right to subscribe for may be subject to recalculation in accordance with Clause 8 of the terms and conditions;

(c) that the warrants may be exercised during the period from and including 8 January 2027 up to and including 22 January 2027;

(d) A share issued pursuant to subscription confers right to dividends from the first record date for dividends that occurs following effectuation of the subscription to such extent that the share has been recorded as interim share in the company’s share ledger.

12. For TO 16 and the exercise of the subscription right, the following terms and conditions inter alia applies:

(a) that one (1) TO 16 entitles the right to acquire one (1) new ordinary share in the company against cash consideration amounting to 70 per cent of the volume weighted average price according to the official price list of Nasdaq Stockholm for ordinary shares in the company during the period from and including 17 December 2027 up to and including 3 January 2028, however not less than the highest of (i) the quota value of the shares or (ii) SEK 0.01. The subscription price shall be rounded off to the nearest whole öre (SEK 0.01). Any amount exceeding the quota value of the shares shall be added to the free share premium reserve;

(b) that the subscription price and the number of ordinary shares that each TO 16 entitles right to subscribe for may be subject to recalculation in accordance with Clause 8 of the terms and conditions;

(c) that the warrants may be exercised during the period from and including 7 January 2028 up to and including 21 January 2028;

(d) A share issued pursuant to subscription confers right to dividends from the first record date for dividends that occurs following effectuation of the subscription to such extent that the share has been recorded as interim share in the company’s share ledger.

13. Upon full subscription of all ordinary shares that are issued in the unit issue, the share capital will increase with a maximum of SEK 31,405,342.40 (based on the quota value of the share after the decrease of the share capital that the board of directors proposes that the meeting resolves on and as set out in item 6 on the agenda).

14. Upon full exercise of all warrants series TO 15 that are issued in the unit issue, the share capital will increase with a maximum of SEK 15,702,671.20 (based on the quota value of the share after the decrease of the share capital that the board of directors proposes that the meeting resolves on and as set out in item 6 on the agenda).

15. Upon full exercise of all warrants series TO 16 that are issued in the unit issue, the share capital will increase with a maximum of SEK 15,702,671.20 (based on the quota value of the share after the decrease of the share capital that the board of directors proposes that the meeting resolves on and as set out in item 6 on the agenda).

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 issuing 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 23 July 2026, and which is proposed to be approved under item 8 on the agenda, 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, one (1) warrant series TO 15 and one (1) warrant series TO 16, 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 II A/S (”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 23 July 2026.

The resolution is conditional upon the meeting also resolving in accordance with items 6–9 in the notice.

PARTICULAR MAJORITY REQUIREMENTS
For valid resolutions on the proposals pursuant to items 6–7 and 9–10, 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 628,106,848, 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 July 2026

ALLIGATOR BIOSCIENCE AB (PUBL)

The Board of Directors