Regulatory

Notice of annual general meeting in Alligator Bioscience AB

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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 annual general meeting to be held on Friday 26 May 2023, at 1.00 pm CEST at Inspira, conference room Allvar, Scheelevägen 4 in Lund, Sweden.

RIGHT TO PARTICIPATE
Shareholders that want to participate in the annual general meeting must be recorded in the company’s share register kept by Euroclear Sweden AB as of Wednesday 17 May 2023 and, further, have given notice of their intent to participate to the company no later than on Monday 22 May 2023, by mail to address, Alligator Bioscience AB, att Greta Eklund, Medicon Village, Scheelevägen 2, SE-223 81 Lund, Sweden, by phone to +46 (0)46-540 82 00, or by e-mail to anmalan@alligatorbioscience.com. The notice should specify the shareholder’s name, personal identity number or company registration number, telephone number during work hours and the number of shares held by the shareholder and, when applicable, information on the number of advisors (2 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 general 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 Monday 22 May 2023. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

PROXY
Shareholders participating by proxy must issue a dated and signed proxy. Should the proxy be issued by a legal entity, a certified copy of the valid registration certificate (Sw. registreringsbevis) of the legal entity (or corresponding document) must be presented. Proxies should be in writing and submitted at the latest at the annual general meeting, but should preferably be sent before the shareholders’ meeting. The validity term of the proxy may be at the longest five years if this is specifically stated. In case no validity term is stated, the proxy is valid for at the longest one year. Proxy forms are available at the company’s website (www.alligatorbioscience.se) and at the company (see address above), and will also be sent to the shareholders that request it and state their address.

PROPOSED AGENDA
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the register of voters
4. Election of two persons to confirm the minutes
5. Approval of the agenda
6. Determination as to whether the meeting has been duly convened
7. Presentation by the CEO
8. Presentation of the Annual Report and Audit Report and the Consolidated Annual Report and Consolidated Audit Report as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
9. Resolution on
a) adoption of the profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and the consolidated balance sheet;
b) distribution of the company’s profits according to the adopted balance sheet; and
c) discharge from liability of the board members and the CEO
10. Determination of the number of board members as well as auditors and deputy auditors
11. Determination of remuneration for the board members and the auditors
12. Election of board members, Chairman of the board of directors and Vice Chairman of the board of directors as well as auditors and deputy auditors
13. Resolution on approval of remuneration report
14. Resolution on amendment of the Articles of Association
15. Resolution on authorization regarding issues
16. Resolution on implementation of a warrant program for employees by way of (A) directed issue of warrants; and (B) approval of transfer of warrants
17. Resolution on implementation of a warrant program for certain board members by way of (A) directed issue of warrants; and (B) approval of transfer of warrants
18. Closing of the meeting

PROPOSED RESOLUTIONS

Item 2: Election of Chairman of the meeting

The Nomination Committee, consisting of Bertil Brinck (Chairman), representing Koncentra Holding AB, Lars Bergkvist, representing Roxette Photo NV, Hans-Peter Ostler, representing Lars Spånberg, and the Chairman of the board of directors, Anders Ekblom, proposes that lawyer Ola Grahn is elected as Chairman of the annual general meeting or, in his absence, the person appointed by the Nomination Committee instead.

Item 9 b: Resolution on distribution of the company’s result

The board of directors proposes that no dividends are paid and that the available funds of SEK 2,755,139 are carried forward to a new account.

Item 10: Determination of the number of board members as well as auditors and deputy auditors

The Nomination Committee proposes that the board of directors shall consist of seven ordinary board members elected by the annual general meeting.

Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that one registered public accounting firm without deputy is appointed.

Item 11: Determination of remuneration for the board members and the auditors

The Nomination Committee proposes that the board remuneration and the remuneration for committee work is unchanged compared to the year 2022; meaning SEK 650,000 to the Chairman of the board of directors, SEK 400,000 to the Vice Chairman of the board of directors and SEK 300,000 to each of the other board members who are not employed by the company. Furthermore, remuneration for committee work is proposed to be SEK 125,000 to the Chairman of the Audit Committee, SEK 50,000 to each of the other members of the Audit Committee and SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of the Remuneration Committee.

Furthermore, the Nomination Committee proposes that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice.

Item 12: Election of board members, Chairman of the board of directors and Vice Chairman of the board of directors as well as auditors and deputy auditors

The Nomination Committee proposes that Anders Ekblom, Hans-Peter Ostler, Graham Dixon, Eva Sjökvist Saers, Veronica Wallin, Staffan Encrantz and Denise Goode are re-elected as board members, that Anders Ekblom is re-elected as Chairman of the board of directors, and that Hans-Peter Ostler is re-elected as Vice Chairman of the board of directors.

Information on the board members proposed for re-election can be found at the company’s website and in the Annual Report (see www.alligatorbioscience.com).

Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) is elected as new auditor. PwC has informed that the authorized public accountant Ola Bjärehäll will be appointed as the responsible auditor.

Item 13: Resolution on approval of remuneration report

The board of directors proposes that the annual general meeting resolves to approve the board of directors’ remuneration report for the financial year 2022.

Item 14: Resolution on amendment of the Articles of Association
The board of directors proposes that the annual general meeting resolves to amend the company’s Articles of Association in accordance with the following (whereby the information on the current wording refers to the wording of the Articles of Association after the change which was resolved upon at the extraordinary general meeting on 24 April 2023):

§ 4 Share capital

Current wording
The share capital of the company shall be no less than SEK 14,150,000 and no more than SEK 56,600,000.

Proposed wording
The share capital of the company shall be no less than SEK 38,400,000 and no more than SEK 153,600,000.

§ 5 Number of shares

Current wording
The number of shares shall not be less than 221,093,750 and shall not exceed 884,375,000.

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

The company’s CEO shall be authorized to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket).

Item 15: Resolution on authorization regarding issues

The board of directors proposes that the annual general meeting resolves to authorize the board of directors, 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 respectively. 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 of 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 company’s CEO shall be authorized to make the minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket).

Item 16: Resolution on implementation of a warrant program for employees by way of (A) directed issue of warrants; and (B) approval of transfer of warrants

The board of directors proposes that the annual general meeting resolves to implement a warrant program for employees in the company based on issue and transfer of warrants (the “Warrants Program 2023”).

To implement the Warrants Program 2023, the board of directors proposes that the annual general meeting resolves on (A) directed issue of warrants; and (B) approval of transfer of warrants, on the following terms and conditions:

A. Directed issue of warrants

1. A maximum of 8,955,000 warrants shall be issued for the Warrants Program 2023.

2. With deviation from the shareholders’ preferential rights, the right to subscribe for the warrants shall only vest in a wholly owned subsidiary to the company (the “Subsidiary”). The reason for the deviation from the shareholders’ preferential rights is that the warrants shall be used within the Warrants Program 2023.

3. The Subsidiary’s subscription shall be made at the latest on 30 June 2023, with a right for the board of directors to prolong the subscription period.

4. Over subscription cannot occur.

5. The warrants shall be issued to the Subsidiary without consideration. The reason for the warrants being issued to the Subsidiary without consideration is that the warrants shall be used within the Warrants Program 2023.

6. Each warrant shall entitle to subscription of one ordinary share in the company. Subscription of shares by virtue of the warrants may be effected as from 1 June 2026 up to and including 30 June 2026. If a warrant holder is prohibited from subscription during the period set out in the foregoing sentence due to regulations under the Regulation (EU) No 596/2014 on Market Abuse, the Swedish Securities Market Abuse Penal Act (Sw. lagen (2016:1307) om straff för marknadsmissbruk på värdepappersmarknaden), the Swedish Act with Supplementary Provisions to the European Union’s Market Abuse Regulation (Sw. lagen (2016:1306) med kompletterande bestämmelser till EU:s marknadsmissbruksförordning) or other insider legislation applicable in respect of the company, the company shall be entitled to instead permit subscription as soon as such warrant holder is no longer prohibited from subscription. If the company grants a permission as per the foregoing sentence to any warrant holder, all warrant holders shall have the right to subscribe during the prolonged subscription period.

7. The subscription price per share shall correspond to 200 per cent of the volume weighted average price according to Nasdaq Stockholm’s official price list for ordinary shares in the company during the 5 trading days immediately after the annual general meeting on 26 May 2023, however not lower than the share’s quota value. The subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The amount that exceeds the share’s quota value shall be added to the free share premium reserve. The subscription price and the number of shares that each warrant entitles right to subscribe for are subject to customary recalculation in the event of a split-up or consolidation of shares, rights issue etc.

8. The shares issued upon utilization of a warrant shall confer right to dividends the first time on the record date for dividends that occurs immediately following effectuation of subscription to such extent that the share has been recorded in the company’s share ledger as interim share.

9. In case all warrants are utilized for subscription of new shares, the share capital will increase with SEK 402,880, based on the new quota value after the share capital decrease resolved upon by the extraordinary general meeting on 24 April 2023.

B. Transfer of warrants

The Warrants Program 2023 shall principally be carried out in accordance with what is stated below:

1. The Subsidiary shall have the right, on one or several occasions, to transfer the warrants to employees in the company in accordance with the terms and guidelines set forth below. Transfer to participants under the Warrants Program 2023 shall be made against cash consideration which shall correspond to the fair market value of the warrant at the time of the transfer which shall be established by an independent valuation institute in accordance with the Black Scholes formula. According to a preliminary valuation, the market value of the warrants corresponds to approximately SEK 0.12 per warrant (assuming a share price of SEK 1.05, a subscription price of SEK 2.10 per share, a risk free interest of 2.90 per cent and a volatility of 42.50 per cent), calculated in accordance with the Black Scholes formula.

2. The board of directors of the company shall resolve upon allotment to participants in the Warrants Program 2023, whereby participants in each category listed below can be offered up to the maximum number of warrants listed below:

Position Maximum number of warrants per participant
CEO 1,200,000
Other members of the executive management team (5 persons) 600,000
Other members in the Senior management team (approximately 10 persons) 240,000
Department Directors and Senior Scientists (approximately 20 persons) 120,000
Other employees (approximately 20 persons) 50,000

The first allotment is expected to occur in connection with the expiration of the measurement period for the establishment of the subscription price.

3. A participant can subscribe for a lower number of warrants compared to what is offered to the participant. Over subscription cannot occur.

4. In connection with the transfer, the Subsidiary shall, unless it will have negative tax implications for the group or the participant, reserve the right to, subject to customary good and bad leaver provisions, repurchase warrants in case the participant’s employment or assignment with the group terminates or in case the participant wishes to transfer the warrants.

5. The maximum number of warrants issued in Warrants Program 2023 exceeds the number of warrants that is expected to be offered in the first allotment. Warrants that are not transferred in connection with the initial offer or that are subsequently repurchased by the Subsidiary may be transferred to future employees or employees that have been promoted, whereby the above guidelines for allotment shall be applied. At such allotment, a new calculation of the market value of the warrants payable by the participant shall be made. Transfers to future employees or employees that have been promoted may however not occur after 31 December 2023. The reason why warrants may be transferred to future employees or promoted employees at such point in time that the time period between the transfer and the start of the exercise period may be less than three years is to enable the company to offer competitive remuneration in order to attract employees and that the board of directors deems it important that future employees are given the opportunity to take part in a value growth in the company’s share from the start of the employment.

6. Right to allotment in the Warrants Program 2023 requires that the participant at the relevant time of allotment at the latest, holds a position in the company or has signed an agreement regarding it and has not, at such time, informed or been informed that the employment or assignment will be terminated.

7. For participants in other jurisdictions than Sweden, it is implied that transfer of warrants is legally possible and that transfer, in the board of directors’ opinion, can be carried out with reasonable administrative and financial efforts at their established fair market value. The board of directors shall be authorized to adjust the terms and conditions of the Warrants Program 2023 to the extent required in order for allotment of warrants to participants in other jurisdictions, to the extent practically possible, to be carried out under the same conditions imposed by the Warrants Program 2023.

Other information regarding the Warrants Program 2023

The reasons for the implementation of the Warrants Program 2023 and the deviation from the shareholders’ preferential rights are to be able to create possibilities for the company to retain competent staff through the offering of a long term ownership engagement for the employees in the company. Such ownership engagement is expected to stimulate the employees in the company to an increased interest for the business and the earnings trend as well as to increase the feeling of connectedness with the company.

Since the warrants in the Warrants Program 2023 will be transferred to the participants at the fair market value, the company’s assessment is that the company will not incur any social costs in relation to Warrants Program 2023. The costs related to Warrants Program 2023 will hence only be composed of limited costs for implementation and administration of the program.

As per the date of the notice, the number of shares in the company amounts to 221,534,728, whereof 220,584,878 are ordinary shares and 949,850 are series C shares which were issued in connection with the share saving program resolved upon by the annual general meeting 2021 and which will be converted into ordinary shares prior to delivery to the participants. If the rights issue of units that the board of directors resolved upon on 22 March 2023 and that was approved at the extraordinary general meeting on 24 April 2023 is fully subscribed, the number of ordinary shares in the company will initially increase to 661,754,636. The dilution calculations below are based on the number of ordinary shares that will be outstanding in case the rights issue is fully subscribed. The calculations do not consider the additional ordinary shares that may be added due to a potential directed issue to settle guarantee fees or exercise of the warrants that are issued in relation to the rights issue.

In case all warrants issued within the Warrants Program 2023 are utilized for subscription of new ordinary shares, a total of 8,955,000 new ordinary shares will be issued, which corresponds to a dilution of approximately 1.34 per cent of the company’s ordinary shares after full dilution, calculated on the number of ordinary shares that will be added upon full utilization of all warrants issued under the Warrants Program 2023. The dilution would only have had a marginal impact on the key figure earnings per share for the full year 2022.

In addition to the Warrants Program 2023, the Nomination Committee has proposed that the annual general meeting 2023 also resolves to adopt a warrants program for certain board members of the company. In connection with the warrants program, a total of up to 1,440,000 warrants will be issued.

There are currently three outstanding incentive programs in the Company in the form of one share saving program resolved upon by the annual general meeting 2021 and two warrant programs resolved upon by the annual general meeting 2022. For a description of the outstanding incentive programs, see page 41 in the Annual Report for 2022. Based on the participation in the share saving program as per 31 March 2023, the maximum number of ordinary shares that can be issued in relation to the share saving program amounts to 882,896 and upon full exercise of the warrants that are held by the participants in the warrant programs, a maximum of 3,127,000 new ordinary shares can be issued. The existing incentive programs can hence lead to that in the aggregate 4,009,896 new ordinary shares can be issued. It should however be noted that the number of ordinary shares that can be issued due to the existing incentive programs will be subject to recalculation after the completion of the ongoing rights issue.

In case both the existing incentive programs as well as the warrant programs proposed for the annual general meeting are exercised in full, a total of 14,404,896 ordinary shares will be issued, which corresponds to a total dilution of approximately 2.13 per cent of the Company’s ordinary shares, calculated based on the number of ordinary shares that will be added upon full exercise of the existing incentive programs and the warrant programs proposed for the annual general meeting 2023.

The proposal for the Warrants Program 2023 has been prepared by the Remuneration Committee together with external consultants. The final proposal has been resolved upon by the board of directors.

The board of directors’ proposal in accordance with Section A-B shall be resolved upon as one resolution by the annual general meeting.

The Chairman of the board of directors, or anyone appointed by him, shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or Euroclear Sweden AB.

Item 17: Resolution on implementation of a warrant program for certain board members by way of (A) directed issue of warrants; and (B) approval of transfer of warrants

The Nomination Committee proposes that the annual general meeting on 26 May 2023 resolves to implement a warrant program for certain board members of the company based on issue and transfer of warrants (the “Warrants Program 2023 II”).

To implement the Warrants Program 2023 II, the Nomination Committee proposes that the annual general meeting resolves on (A) directed issue of warrants; and (B) approval of transfer of warrants, on the following terms and conditions:

A. Directed issue of warrants

1. A maximum of 1,440,000 warrants shall be issued for the Warrants Program 2023 II.

2. With deviation from the shareholders’ preferential rights, the right to subscribe for the warrants shall only vest in a wholly owned subsidiary to the company (the “Subsidiary”). The reason for the deviation from the shareholders’ preferential rights is that the warrants shall be used within the Warrants Program 2023 II.

3. The Subsidiary’s subscription shall be made at the latest on 30 June 2023.

4. Over subscription cannot occur.

5. The warrants shall be issued to the Subsidiary without consideration. The reason for the warrants being issued to the Subsidiary without consideration is that the warrants shall be used within the Warrants Program 2023 II.

6. Each warrant shall entitle to subscription of one ordinary share in the company. Subscription of shares by virtue of the warrants may be effected as from 1 June 2026 up to and including 30 June 2026. If a warrant holder is prohibited from subscription during the period set out in the foregoing sentence due to regulations under the Regulation (EU) No 596/2014 on Market Abuse, the Swedish Securities Market Abuse Penal Act (Sw. lagen (2016:1307) om straff för marknadsmissbruk på värdepappersmarknaden), the Swedish Act with Supplementary Provisions to the European Union’s Market Abuse Regulation (Sw. lagen (2016:1306) med kompletterande bestämmelser till EU:s marknadsmissbruksförordning) or other insider legislation applicable in respect of the company, the company shall be entitled to instead permit subscription as soon as such warrant holder is no longer prohibited from subscription. If the company grants a permission as per the foregoing sentence to any warrant holder, all warrant holders shall have the right to subscribe during the prolonged subscription period.

7. The subscription price per share shall correspond to 200 per cent of the volume weighted average price according to Nasdaq Stockholm’s official price list for ordinary shares in the company during the 5 trading days immediately after the annual general meeting on 26 May 2023, however not lower than the share’s quota value. The subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The amount that exceeds the share’s quota value shall be added to the free share premium reserve. The subscription price and the number of shares that each warrant entitles right to subscribe for are subject to customary recalculation in the event of a split-up or consolidation of shares, rights issue etc.

8. The shares issued upon utilization of a warrant shall confer right to dividends the first time on the record date for dividends that occurs immediately following effectuation of subscription to such extent that the share has been recorded in the company’s share ledger as interim share.

9. In case all warrants are utilized for subscription of new shares, the share capital will increase with SEK 65,280, based on the new quota value after the share capital decrease resolved upon at the extraordinary general meeting on 24 April 2023.

B. Transfer of warrants

The Warrants Program 2023 II shall principally be carried out in accordance with what is stated below:

1. The Subsidiary shall have the right, on one occasion, to transfer the warrants to certain board members of the company in accordance with the terms and guidelines set forth below. Transfer to participants under the Warrants Program 2023 II shall be made against cash consideration which shall correspond to the fair market value of the warrant at the time of the transfer which shall be established by an independent valuation institute in accordance with the Black Scholes formula. According to a preliminary valuation, the market value of the warrants corresponds to approximately SEK 0.12 per warrant (assuming a share price of SEK 1.05, a subscription price of SEK 2.10 per share, a risk free interest of 2.90 per cent and a volatility of 42.50 per cent), calculated in accordance with the Black Scholes formula.

2. Right to allotment in the Warrants Program 2023 II shall only vest in the board members elected by the annual general meeting on 26 May 2023, excluding Staffan Encrantz. Each participant shall be allotted a maximum of 240,000 warrants. Allotment shall take place within 30 days from the expiration of the measurement period for the establishment of the subscription price.

3. A participant can subscribe for a lower number of warrants compared to what is offered to the participant. Over subscription cannot occur.

4. Right to allotment in the Warrants Program 2023 II requires that the participant has been elected as board member at the annual general meeting on 26 May 2023 and that the participant, at the time of allotment, is a board member of the company.

5. The company’s CEO shall be responsible for the preparation and management of the Warrants Program 2023 II within the above mentioned substantial terms and guidelines.

Other information regarding the Warrants Program 2023 II

The Nomination Committee considers that a share-based incentive program is an important part of a competitive remuneration package in order to attract, retain and motivate qualified board members of the company and to stimulate the board members to perform their utmost in order to maximize value creation for all shareholders. Therefore, the Nomination Committee considers that the proposed Warrants Program 2023 II will increase the board members' commitment to the company's operations, strengthen loyalty to the company and be beneficial for the company as well as its shareholders.

Since the warrants in the Warrants Program 2023 II will be transferred to the participants at the fair market value, the company’s assessment is that the company will not incur any social costs in relation to Warrants Program 2023 II. The costs related to Warrants Program 2023 II will hence only be composed of limited costs for implementation and administration of the program.

As per the date of the notice, the number of shares in the company amounts to 221,534,728, whereof 220,584,878 are ordinary shares and 949,850 are series C shares which were issued in connection with the share saving program resolved upon by the annual general meeting 2021 and which will be converted into ordinary shares prior to delivery to the participants. If the rights issue of units that the board of directors resolved upon on 22 March 2023 and that was approved at the extraordinary general meeting on 24 April 2023 is fully subscribed, the number of ordinary shares in the company will initially increase to 661,754,636. The dilution calculations below are based on the number of ordinary shares that will be outstanding in case the rights issue is fully subscribed. The calculations do not consider the additional ordinary shares that may be added due to a potential directed issue to settle guarantee fees or exercise of the warrants that are issued in relation to the rights issue.

In case all warrants issued within the Warrants Program 2023 II are utilized for subscription of new ordinary shares, a total of 1,440,000 new ordinary shares will be issued, which corresponds to a dilution of approximately 0.22 per cent of the company’s ordinary shares after full dilution, calculated on the number of ordinary shares that will be added upon full utilization of all warrants issued under the Warrants Program 2023 II. The dilution would only have had a marginal impact on the key figure earnings per share for the full year 2022.

Information on previous incentive programs and total dilution effects are presented above in the proposal under item 16.

The proposal for Warrants Program 2023 II has been prepared by the Nomination Committee together with external consultants.

The Nomination Committee’s proposal in accordance with Section A-B shall be resolved upon as one resolution by the annual general meeting.

The company’s CEO, or anyone appointed by him, shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or Euroclear Sweden AB.

PARTICULAR MAJORITY REQUIREMENTS
For valid resolutions on the proposals pursuant to items 14 and 15, 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 annual general meeting. For valid resolutions on the proposals pursuant to items 16 and 17, the proposals have to be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the annual general meeting.

GENERAL MEETING DOCUMENTS AND OTHER INFORMATION
Accounting documents, the audit report, the board of directors’ remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, the complete proposals for resolutions and other documents for the general meeting will be kept available at the company’s office at Medicon Village, Scheelevägen 2, SE-223 81 Lund, Sweden and at the company’s website (www.alligatorbioscience.com) as from no later than three weeks prior to the general meeting. Copies of documents will be sent to shareholders who request it and provide their address, and will also be available at the annual general meeting.

At the annual general meeting, the board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group.

As per the date of the notice, the total number of shares in the company amounts to 221,534,728, of which 220,584,878 are ordinary shares with one vote per share and 949,850 are series C shares with one-tenth of a vote per share. The number of votes in the company amounts to 220,679,863 votes. The company holds all 949,850 outstanding series C shares, corresponding to 94,985 votes, which cannot be represented at the meeting.

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 April 2023

ALLIGATOR BIOSCIENCE AB (PUBL)

The Board of Directors

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Updated 2023-04-26