Mabion S.A. — AGM Information 2018

Apr 18, 2018

Subject:Changes ofthe Articles of Association of Mabion S.A. by the Extraordinary GeneralMeeting on 18 April 2018

Legal basis:Article56 subs. 1 point 2 of the Act on Public Offering - current andperiodical information

Content of the report:

Management Board of Mabion S.A. (the "Company")wishes to announce that on 18 April 2018, the Company's ExtraordinaryGeneral Meeting adopted resolution No 5/IV/2018 on the scope of changesin the Articles of Association of the Company. At the same time, withthe above-mentioned resolution, the Extraordinary General Meeting of theCompany authorised the Supervisory Board to adopt the uniform text ofthe Articles of Association of the Company taking into account theamendments.

The Extraordinary General Meeting of the Companydecided to:

I.Amend § 9 of the Articles of Association of the Company, which used toread as follows:

"§9

1.The share capital of the Company is PLN 1,180,000 (in words: one millionone hundred eighty thousand) and is divided into 11,800,000 (in words:eleven million eight hundred) shares with a nominal value of PLN 0.10(in words: ten grosze) each, including:

a)450,000 (four hundred fifty thousand) A-series registered preferenceshares,

b)450,000 (four hundred fifty thousand) B-series registered preferenceshares,

c)450,000 (four hundred fifty thousand) C-series registered preferenceshares,

d)450,000 (four hundred fifty thousand) D-series ordinary bearer shares,

e)100,000 (one hundred thousand) E-series registered preference shares,

f)100,000 (one hundred thousand) F-series registered preference shares,

g)20,000 (twenty thousand) G-series registered preference shares,

h)2,980,000 (two million nine hundred eighty thousand) H-series ordinarybearer shares,

i)1,900,000 (one million nine hundred thousand) I-series ordinary bearershares,

j)2,600,000 (two million six hundred thousand) J-series ordinary bearershares,

k)790,000 (seven hundred ninety thousand) K-series ordinary bearer shares,

l)510,000 (five hundred ten thousand) L-series ordinary bearer shares,

m)360,000 (in words: three hundred sixty thousand) M-series ordinarybearer shares,

n)340,000 (in words: three hundred forty thousand) N-series ordinarybearer shares,

o)300,000 (in words: three hundred thousand) O-series ordinary bearershares,

2.A, B, C, E, F and G-series shares are preference shares in such a waythat each share equals two votes at the General Meeting.

3.Conversion of registered shares into bearer shares results in the lossof preference in terms of votes.

4.The company may issue registered shares and bearer shares. Eachsubsequent issue is marked with a subsequent letter of the alphabet."

andgive it a new, following wording:

"§9

1.The share capital of the Company is 1,372,072.20 (one million threehundred seventy two thousand seventy two 20/100) and is divided into13,720,772 (thirteen million seven hundred twenty thousand seven hundredseventy two) shares with a nominal value of PLN 0.10 (ten grosze) each,including:

a)450,000 (four hundred fifty thousand) A-series registered preferenceshares,

b)450,000 (four hundred fifty thousand) B-series registered preferenceshares,

c)450,000 (four hundred fifty thousand) C-series registered preferenceshares,

d)450,000 (four hundred fifty thousand) D-series ordinary bearer shares,

e)100,000 (one hundred thousand) E-series registered preference shares,

f)100,000 (one hundred thousand) F-series registered preference shares,

g)20,000 (twenty thousand) G-series registered preference shares,

h)2,980,000 (two million nine hundred eighty thousand) H-series ordinarybearer shares,

i)1.900.000 (one million nine hundred thousand) I-series ordinary bearershares,

j)2,600,000 (two million six hundred thousand) J-series ordinary bearershares,

k)790,000 (seven hundred ninety thousand) K-series ordinary bearer shares,

l)510,000 (five hundred ten thousand) L-series ordinary bearer shares,

m)360,000 (three hundred sixty thousand) M-series ordinary bearer shares,

n)340,000 (three hundred forty thousand) N-series ordinary bearer shares,

o)300,000 (three hundred thousand) O-series ordinary bearer shares,

p)1,920,772 (one million nine hundred twenty thousand seven hundredseventy two) P-series ordinary bearer shares.

2.A, B, C, E, F and G-series shares are preference shares in such a waythat each share equals two votes at the General Meeting.

3.Conversion of registered shares into bearer shares results in the lossof preference in terms of votes.

4.The company may issue registered shares and bearer shares. Eachsubsequent issue is marked with a subsequent letter of the alphabet."

II.Repeal § 9a of the Company's Articles of Association, which used to readas follows:

"§9a

1.The Management Board is authorised to make one or several increases inthe Company's share capital by no more than PLN 450,000 (four hundredfifty thousand) by issuing up to 4,500,000 (four million five hundredthousand) ordinary bearer shares with a nominal value of PLN 0.10 (tengrosze) each ("Authorised Capital"), as part of which: (i) a sharecapital increase by no more than PLN 400,000 (four hundred thousand)through the issue of no more than 4,000,000 (four million) ordinarybearer shares with a nominal value of PLN 0.10 (ten grosze) each can bemade in the subscription mode opened within the meaning of Article 431§2 subs. 3 of the Code of Commercial Companies, where shares will beissued as part of a public offering outside the territory of theRepublic of Poland along with listing on a stock exchange in Europe(which includes a regulated market operated by the Warsaw StockExchange) or the United States ("IPO") and (ii) a share capital increaseby up to PLN 50,000 (fifty thousand) through the issue of no more than500,000 (five hundred thousand) ordinary bearer shares with a nominalvalue of PLN 0.10 (ten grosze) may take place under a privatesubscription within the meaning of Article 431 §2 point 1 of the Code ofCommercial Companies on the territory of the Republic of Poland.

2.The Management Board's authorisation to increase the Company's sharecapital as part of the Authorised Capital expires with the lapse of 1(one) year from the day of entering the amendment of these Articles ofAssociation made by the resolution of the Extraordinary General MeetingNo. 5/II/2017 of 16 February 2017 into the register of entrepreneurs.

3.The shareholders are not entitled to any rights issue in relation to theCompany's shares issued by the Management Board on the basis of theauthorisation given in subsection 1 of this section.

4.The Management Board can issue shares issued within the limits of theAuthorised Capital in exchange for monetary contributions.

5.Subject to the provisions of subsection 6, the Management Board will setdetailed terms and conditions of particular issues of the Company'sshares within the limits specified in §9a subs. 1 of the Articles ofAssociation of the Company, and in particular the number of shares to beissued, the issue price of shares, the dates of opening and closing ofthe subscription, detailed conditions for the allocation of shares orthe place of their listing.

6.A resolution of the Management Board regarding determination of theissue price of shares will be adopted after consultation with theSupervisory Board, with the issue price per share not lower than PLN84.00 (in words: eighty four zloty) or its equivalent in anothercurrency, determined using the average exchange rate of the currencyannounced by the National Bank of Poland on the day preceding itsdetermination.

7.Unless the provisions of the Code of Commercial Companies and theprovisions of these Articles of Association provide otherwise, theManagement Board decides on all matters related to the share capitalincrease as part of the Authorised Capital, in particular the ManagementBoard is authorised to:

a)conclude investment underwriting or service underwriting agreements orother contracts securing the success of the issue of shares, as well asentering into agreements under which, outside the territory of theRepublic of Poland, depositary shares representing the Company's shareswill be issued;

b)adopting resolutions and other actions regarding registration of shares,rights to shares or depositary shares in a securities depository orconclusion of contracts with Krajowy Depozyt Papierów Wartościowych S.A.regarding their registration;

c)adopting resolutions and other actions regarding the issue of shares,respectively: by way of a private subscription or a public offering orapplying for admission and listing of shares, rights to shares ordepository shares in the territory of Europe (which includes theregulated market operated by the Warsaw Stock Exchange), or the UnitedStates, including preparation of a prospectus and submission of relevantapplications and notices, in accordance with the requirements set out inrelevant laws and regulations, resolutions or guidelines of the givenstock exchange