Notice of Annual General Meeting of Shareholders in Alligo AB (publ) on 20 May 2026
The shareholders in Alligo AB (publ), corporate registration number 559072-1352 (“Alligo” or the “Company”), are hereby convened to the Annual General Meeting of Shareholders at 10:00 on Wednesday, 20 May 2026 at Klara Konferens, Klarabergsviadukten 90, Stockholm. Registration for the Meeting will commence at 09:30.
Registration and notification
Shareholders who wish to participate in the Annual General Meeting must
• be recorded in the shareholders’ register maintained by Euroclear Sweden AB not later than Monday, 11 May 2026, and,
• file notice of their intention to participate with the Company’s head office not later than Wednesday, 13 May 2026; by mail at “Annual General Meeting 20 May 2026", Alligo AB, Box 631, 135 26 Tyresö, Sweden; by telephone +46 8 742 47 16; by e-mail bolagstamma@alligo.com; or via the application form on the Company’s website alligo.com/agm2026.
Notices must contain information about the shareholders’ name, personal identity number (corporate registration number), address, telephone number, number of shares and the names of any assisting counsel (maximum of two). Personal data obtained from the shareholders’ register maintained by Euroclear Sweden AB, the notice filed and participation in the Annual General Meeting as well as information on deputies, proxies and assisting counsel will be used for registration, the preparation of the electoral register for the Meeting and, where applicable, the minutes of the Annual General Meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679), applicable from 25 May 2018. Read more about Alligo’s processing of personal data in the Company’s privacy policy, which is available at the Company’s website.
To be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the Annual General Meeting, register the shares in their own name so that the shareholder is registered in the shareholders’ register on the record date of Monday, 11 May 2026. This re-registration may be temporary (known as “voting rights registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee not later than Wednesday, 13 May 2026, will be recognised in the shareholders’ register.
Power of attorney
In the case of participation by proxy authorised by a power of attorney, a written and dated power of attorney signed by the shareholder and other relevant authorisation documents are to be presented. Representatives of legal entities must also submit a copy of the entity’s certificate of incorporation or corresponding authorisation documents showing that they are authorised to represent the legal entity. A copy of the power of attorney and any certificate of incorporation should be delivered to the Company well in advance of the Meeting. The original copy of the power of attorney must also be presented at the Meeting.
The Company provides shareholders with a power of attorney form, which is available at the Company’s head office or at the Company’s website alligo.com/agm2026.
Proposed agenda
- Opening of the Meeting.
- Election of the Chairman to preside over the Meeting.
- Compilation and approval of Electoral Register.
- Approval of the agenda proposed by the Board of Directors for the Meeting.
- Election of one or two persons to approve the Minutes to be taken at the Meeting.
- Determination of whether the Meeting has been duly convened.
- Address by the President & CEO.
- Presentation of the annual accounts and the auditor’s report as well as the consolidated financial statements and the consolidated auditor’s report, and an account by the Company’s auditor.
- Resolution regarding
- adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet,
- allocation of the Company’s earnings in accordance with the duly adopted balance sheet, and,
- discharge from liability for the members of the Board of Directors and the CEO.
- Resolution regarding approval of the Board of Directors’ remuneration report for 2025.
- Report on the work of the Election Committee.
- Determination of the number of Directors.
- Determination of fees to the Board of Directors and the auditors.
- Election of Board members and Chairman of the Board of Directors.
- Election of registered accounting firm.
- Election of members and Chairman of the Election Committee.
- Resolution regarding guidelines for remuneration and other terms of employment for senior executives.
- Resolution regarding authorisation for the Board of Directors to resolve on acquisition and transfer of own shares.
- Resolution regarding authorisation for the Board of Directors to resolve to issue new shares up to 10 per cent of the number of shares to use as payment for acquisitions.
- Closing of the Meeting.
Proposals by the Election Committee for resolutions regarding items 2 and 12–16 in accordance with above
The Annual General Meeting on 21 May 2025 resolved that the members of the Election Committee are to be nominated by the major shareholders in the Company, whereby the four largest shareholders in the Company, in terms of votes according to the shareholders’ register maintained by Euroclear Sweden on the final banking day in February, are entitled to nominate one member each. The nominated members (including the Chairman of the Election Committee) are to be elected as members of the Election Committee by the Company’s Annual General Meeting for the period up until the end of the next Annual General Meeting. In accordance with the above, the following individuals were elected at the 2025 Annual General Meeting to the Election Committee ahead of the 2026 Annual General Meeting: Peter Hofvenstam (nominated by Nordstjernan), Stefan Hedelius (nominated by Tom Hedelius) and Suzanne Sandler (nominated by Handelsbanken Fonder), with Peter Hofvenstam as the Chairman.
The Election Committee, whose members represent approximately 63.28 per cent of the total number of votes, has announced the following proposals:
Item 2 Election of the Chairman to preside over the Meeting.
Chairman of the Board Göran Näsholm (or in the event that he is unable to participate, an individual appointed by the Election Committee) is proposed as Chairman of the Meeting.
Item 12 Determination of the number of Directors.
Seven ordinary Directors without deputies.
Item 13 Determination of fees to the Board of Directors and the auditors.
The Election Committee proposes a total directors' fee, including compensation for work in the Board's committees, of SEK 3,263,000 (previous year SEK 3,140,000) to be distributed as follows:
The Chairman of the Board of Directors: SEK 825,000 (previous year SEK 785,000)
Other Directors: SEK 340,000 per Director (previous year SEK 330,000)
It is also proposed that the Chairman of the Audit Committee shall receive SEK 160,000 (previous year SEK 150,000), member of the Audit Committee shall receive SEK 80,000 (previous year SEK 75,000), the Chairman of the Remuneration Committee shall receive SEK 105,000 (previous year SEK 100,000) and member of the Remuneration Committee shall receive SEK 53,000 (previous year SEK 50,000).
Audit fees are, as in previous years, to be paid in accordance to approved invoices.
Item 14 Election of Board members and Chairman of the Board of Directors.
Re-election of current Board members Göran Näsholm, Stefan Hedelius, Cecilia Marlow, Johan Lilliehöök and Alexandra Fürst. Christina Åqvist and Johan Sjö have declined re-election. Election of Johan Eklund and Oscar Fredell as new Board members.
Re-election of Göran Näsholm as Chairman of the Board.
Information about the Board members proposed for re-election is available on the Company's website and information about the Board members proposed for new election is set out below.
Johan Eklund, born in 1991, holds a degree in Business and Economics from the Stockholm School of Economics and the equivalent of an Executive MBA from Harvard Business School. He has previously served as a Board member of the Company (2020–2022) and has worked as an analyst at Morgan Stanley (2013–2015). Johan works as Investment Director at Nordstjernan and is a Board member of Rosti Group AB. Johan is independent in relation to the Company and its management and is dependent in relation to major shareholders. Johan does not hold any shares in the Company.
Oscar Fredell, born in 1978, holds a degree in engineering and has previously held leading positions within Volvo Cars and Solar, served as CEO of Luna Group and been responsible for the industrial division within Bergman & Beving. Oscar conducts investment activities focused on the acquisition and development of niche industrial companies. Oscar is independent in relation to the Company and its management as well as major shareholders. Oscar does not hold any shares in the Company.
Item 15 Election of registered accounting firm.
Re-election of the registered accounting firm KPMG AB as auditors until the end of the 2027 Annual General Meeting. KPMG AB has informed the Election Committee that authorised auditor Jonas Eriksson will remain as auditor in charge. The Election Committee’s proposal follows the Audit Committee’s recommendation.
Proposal by major shareholders for resolution regarding item 16 in accordance with the above
Item 16 Election of members and Chairman of the Election Committee.
The Company's largest shareholders in terms of voting rights as of the last banking day of February 2026 have informed the Election Committee that they propose that the Annual General Meeting appoint Peter Hofvenstam (nominated by Nordstjernan), Stefan Hedelius (nominated by Henrik Hedelius) and Suzanne Sandler (nominated by Handelsbanken Fonder) as members of the Election Committee, with Peter Hofvenstam as Chairman of the Election Committee.
The shareholders proposed to be represented in the Election Committee hold approximately 59.82 per cent of the shares and approximately 57.16 per cent of the votes in the Company.
Proposals by the Board of Directors for resolutions regarding items 9b and 17–19 in accordance with the above
Item 9b Resolution regarding allocation of the Company’s earnings in accordance with the duly adopted balance sheet.
The Board proposes that the Company’s profit shall be disposed of so that SEK 110.2 million is distributed to the shareholders and the remaining SEK 1,393.2 million of the Company’s profit is brought forward.
This means the Board proposes that SEK 2.20 per share shall be distributed to the shareholders and that Friday, 22 May 2026 shall be set as the record date for receiving dividends.
If the Annual General Meeting adopts the proposal, dividends are expected to be disbursed through Euroclear Sweden AB on Wednesday, 27 May 2026 to the shareholders recorded in the shareholders’ register as of the record date.
Item 17 Resolution regarding guidelines for determining remuneration and other terms of employment for senior management.
The Board of Directors proposes that the Annual General Meeting resolves to re-adopt the current guidelines for determining remuneration and other terms of employment for senior executives, as adopted at the Annual General Meeting in 2022. The guidelines shall be applied for remuneration decided after the Annual General Meeting 2026. The guidelines do not apply to remuneration decided by the General Meeting of Shareholders. As regards employment relationships governed by other than Swedish rules and that refer to pension benefits and other benefits, appropriate adjustments may take place to comply with mandatory rules or established local standards, which should satisfy, as far as possible, the overarching purpose of these guidelines. Items stipulated for the Company also apply for the Group, where applicable. The guidelines in their entirety follow below.
The guidelines promotion of the Company’s business strategy, long-term interests and sustainability
The successful implementation of the Company’s business strategy and protection of the Company’s long-term interests, including its sustainability, requires that Momentum Group can recruit and retain qualified employees. This requires that the Company can offer competitive total remuneration, which is made possible through these guidelines. Total remuneration is to be in line with market conditions and competitive and be linked to responsibility and authority.
Forms of remuneration etc.
Remuneration shall be in line with market conditions and shall consist of the following components: fixed salary, any variable salary according to separate agreement, pension and other benefits. A General Meeting of Shareholders may in addition – and independent of these guidelines – resolve on, for example, share and share price-based remuneration:
Fixed salary
The fixed salary shall consist of a fixed cash salary and be reviewed on an annual basis. The fixed salary shall be competitive and reflect the requirements placed on the role in terms of qualifications, responsibility, complexity and the manner in which it contributes to achieving the business targets. The fixed salary shall also reflect the performance of the senior executive and thus be individual and differentiated.
Variable salary
In addition to fixed salary, the President & CEO and other senior management may from time to time, by separate agreement, receive variable salary upon fulfilment of decided criteria. Any variable salary may consist of an annual cash salary, which may correspond to a maximum of 50 per cent of the fixed annual salary.
A fundamental balance must exist between fixed and variable salary to avoid unhealthy risk taking. The fixed salary is to account for a sufficient portion of the senior executive’s total remuneration to allow the variable portion to be reduced to zero. The variable remuneration shall be linked to one or more predetermined and measurable criteria set by the Board of Directors, which may be financial, such as the growth of the Group's and/or its area of responsibility's performance, profitability and cash flow, or non-financial, such as customer satisfaction, quality, environment, working environment and safety. The targets link the senior executive’s remuneration to the Company’s earnings, and thus promote the implementation of the Company’s business strategy, long-term value creation and competitiveness. The terms and bases of calculation of variable salary shall be determined for each financial year. Fulfilment of the criteria for payment of variable salary must be measurable over a period of one financial year. Variable salary is regulated the year after qualification.
The degree to which the criteria were met is assessed when the measurement period for fulfilling the criteria for the payment of variable salary ends. The Board of Directors is responsible for determining variable cash payments to the President & CEO. Variable cash payments to other senior executives are determined by the Remuneration Committee. As regards financial targets, the assessment should be based on the Company’s latest published financial information.
The terms for variable salary should be designed so that the Board, in the event of exceptional financial conditions, is able to limit or refrain from disbursing variable salaries should such action be deemed reasonable. In drawing up variable remuneration for the Company’s management, the Board must consider including provisions that:
- impose conditions on the payment of a portion of such remuneration requiring that the achievements on which the payment was based is shown to be sustainable over time; and
- enable the Company to reclaim such remuneration paid on the basis of information that is later shown to be manifestly erroneous.
Further variable cash payments may be paid in extraordinary circumstances, assuming that such extraordinary arrangements are of limited duration and are only introduced at an individual level either to recruit or retain senior executives, or as remuneration for extraordinary work duties beyond the individual’s ordinary work duties. Such remuneration may not exceed an amount corresponding to 20 percent of the fixed annual salary and not be paid more than once per year and per individual. A decision on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.
Pension
The President & CEO and other senior executives are covered by a defined-contribution pension, whose size depends on the outcome of the pension insurance policies taken out. Premiums for the defined-contribution pension must not exceed 40 percent of the fixed annual salary.
Other benefits
Other benefits, including company car, travel concessions, extra healthcare insurance and occupational health services, shall be in line with market conditions and only constitute a limited share of total remuneration. Premiums and other costs pursuant to such benefits shall amount to not more than 10 percent of the fixed annual salary in total.
Conditions in the case of termination
All senior executives must observe a period of notice of up to 6 months if notice is given by the employee. If employment is terminated by the Company, the period of notice applied is up to 12 months. If employment is terminated by the Company, senior executives may be entitled, in addition to salary and other employment benefits during the period of notice, to severance pay corresponding to up 12 months fixed salary. Severance pay is not offset against other income. No severance pay is to be paid if notice is given by the employee.
In addition to severance pay, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid when the former executive is not entitled to severance pay. Remuneration shall be based on the fixed salary paid on the date of termination and shall amount to not more than 60 percent of the fixed salary on the date of termination, subject to mandatory collective agreement provisions, and be paid for the period covered by the non-compete undertaking, which shall amount to not more than 12 months after the end of employment.
Salary and terms of employment
In the preparation of the Board’s proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total remuneration, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board’s basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
Preparation and decision-making process
The Board of Directors has decided to set up a Remuneration Committee. The Committee’s duties include, inter alia, preparing principles for remuneration of senior executives and the Board’s decision on proposals for guidelines for remuneration of senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting of Shareholders. The Remuneration Committee shall also monitor and evaluate the programme for variable remuneration of senior executives, the application of the guidelines for the remuneration of senior executives, as well as the current remuneration structures and compensation levels in the Company. Remuneration to the President & CEO shall be decided by the Board of Directors after being prepared and recommended by the Remuneration Committee, within the scope of established remuneration principles. Remuneration of other senior executives shall be decided by the Remuneration Committee, within the scope of established remuneration principles and after consulting with the President & CEO. The President & CEO and other senior executives do not participate in the Board’s or Remuneration Committee’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Share-based incentive programmes resolved by the General Meeting of Shareholders
The Board of Directors shall each year assess the need for a share-based incentive programme and when necessary present proposals for a decision to the Annual General Meeting. A decision on any share and share price-based incentive programme addressed to senior executives shall be made by a General Meeting of Shareholders and contribute to long-term value growth. Senior executives may be offered an equivalent incentive to that which would have been paid under a share or sharebased incentive programmes, if such a programme is impracticable in the country where a senior executive is tax resident, or if in the Company’s view such participation cannot take place at a reasonable administrative cost or economic contribution. In the case of share-based payment, information on acquisition periods and, where applicable, information on the obligation to retain shares after a certain period after acquisition shall be disclosed. The cost and investment for the Company and the incentive and financial outcome for such senior executives shall under such circumstances essentially correspond to the share or share price-based incentive programme.
Deviation from the guidelines
The Board of Directors may temporarily resolve to deviate from the guidelines in part, if in a specific case there is special cause for the derogation and deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the Remuneration Committee’s duties include the preparation of the Board’s decision on remuneration issues, which also refers to decisions on devision from the guidelines. If the Board resolves to deviate from the guidelines, the decision shall be reported at the next Annual General Meeting.
Item 18 Resolution regarding authorisation for the Board of Directors to decide on acquisition and transfer of own shares.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board, during the period until the next Annual General Meeting, to acquire a maximum number of Class B shares so that the Company’s holding of treasury shares at no time exceeds 10 per cent of the total number of shares in the Company. Acquisitions shall be made on Nasdaq Stockholm in accordance with the exchange's regulations and may not be acquired at a price higher than the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made. Acquisitions are to be paid for in cash and may be carried out on one or more occasions.
The Board also proposes that the Annual General Meeting authorises the Board, prior to the next Annual General Meeting, to divest Class B shares held in treasury by the Company in a manner other than on Nasdaq Stockholm. This authorisation may be utilised on one or more occasions and encompasses all shares held in treasury by the Company at the time of the Board’s decision. The authorisation also entitles the Board to decide to deviate from the shareholders’ preferential rights and stipulates that payment may be made by other means than money.
The purpose of this authorisation is to be able to adapt the Group’s capital structure and to pay for future acquisitions of businesses and operations using treasury shares. Holdings of treasury shares are also used to secure the Company’s possible future obligations under share-based incentive programmes.
A resolution on the Board’s proposal in accordance with Item 18 requires the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.
Item 19 Resolution regarding authorisation for the Board of Directors to resolve to issue new shares up to 10 per cent of the number of shares to use as payment for acquisitions.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, to decide to increase the Company’s share capital by means of a new issue of shares, though such issues should not entail an increase in the Company’s registered share capital or the number of shares in the Company by more than a total of 10 per cent, based on the Company’s registered share capital or number of shares before utilising the authorisation. The new issue of shares may be performed with or without deviation from the shareholders’ preferential rights and with or without provisions regarding non-cash issues or right of offset.
The purpose of the authorisation above and the reasons for the deviation from the shareholders’ preferential rights are to improve the Company’s opportunities to conduct or finance the acquisition of other companies, parts of companies or assets that the Board of Directors considers of value to the Company’s operations, or in connection therewith strengthen the Company’s own funds. Issues that deviate from the shareholders’ preferential rights must establish the issue price on the basis of prevailing market situation at the time the shares are issued.
The Board of Directors and the President & CEO, or the person appointed by the Board, are entitled to make the minor adjustments in the decision that may be necessary in conjunction with their registration.
A resolution on the Board’s proposal in accordance with Item 19 requires the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the Annual General Meeting.
Shares and votes
The Company has issued a total of 50,906,189 shares, of which 562,293 are Class A shares and 50,343,896 are Class B shares, of which 818,301 are held by the Company. After deducting the shares held by the Company, the total number of votes amounts to 55,148,525. The above information pertains to the conditions at the time this official notification was issued.
Shareholders’ right to request information
According to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, upon request from a shareholder and provided the Board determines that it is possible to do so without causing material damage to the Company, the Board and the President & CEO are required to provide information at the Meeting about any circumstances that could impact how an item on the agenda is addressed as well as any circumstances that could impact the assessment of the Company’s financial situation. This disclosure obligation also encompasses the Company’s relationships with other Group companies, the consolidated financial statements and any interactions with subsidiaries as described above.
Documents
Accounting documents and the Auditor’s Report and complete proposals of the Board of Directors for resolutions under items 9b (including the Board of Director’s statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act), 17, 18 (including the statement from the Board of Directors in accordance with Chapter 19, Section 22 of the Swedish Companies Act), and 19 on the agenda as well as the remuneration report to be submitted for approval at the Annual General Meeting under item 10 (including the auditor’s statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act regarding the application of the guidelines for remuneration of senior management as resolved by the Annual General Meeting) will be available from the Company and at the Company’s website not later than three weeks prior to the Annual General Meeting and will be sent to shareholders who so request and who provide their postal address.
The Election Committee’s proposals and reasoned statement are available at the Company’s website from the date the official notification is published. All of the aforementioned documents will be presented at the Meeting.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
Stockholm, April 2026
THE BOARD OF DIRECTORS