Mabion S.A. — Capital/Financing Update 2018

Mar 23, 2018

The Management Board of MabionS.A. ("theCompany") hereby announces that on 22 March 2018the Company has raised financing in the amount of PLN 174,8 million thatwas structured as a sale by the Company's shareholder Twiti InvestmentsLtd. (the "Shareholder") in a private placement of1,920,772ordinary bearer shares (the "Placement")and re-investment of the proceeds of such sale by the Shareholder intothe Company was made through a loan from the Shareholder to the Company(the "Shareholder Loan") executed on 22 March 2018.Shareholder Loan will be repayable by way of contractual set-off ofmutual claims between: (i) the Company against the Shareholder for thesubscription and payment for the same number of newly issued ordinarybearer shares as the number of shares sold in the Placement, which willbe issued by the Company at the same issue price as the price obtainedfrom the sale of shares in the Placement and (ii) the Shareholderagainst the Company regarding the repayment of the Shareholder Loan ("ShareholderLoan Conversion"). The price per share of the shares sold in thePlacement was 91,00 PLN per share.ThePlacement was structured as a sale of 1,920,772 existing ordinary bearershares which represent 16% in the share capital in the Companyand 14,37% of votes in the Company (the "ExistingShares"),admitted to trading at the Warsaw Stock Exchange (the "WSE")by the Shareholder to a limited number of selected institutionalinvestors (the "Investors"), including in the United Statespursuant to a private placement exemption under Section 4(a)(2) of theU.S. Securities Act of 1933, as amended (the "Securities Act")and outside the United States in reliance on the safe harbor provided byRegulation S under the Securities Act. The Placement was concluded in away that does not constitute the public offering within the meaning ofthe art. 3 sec. 1 of the Polish Act on Public Offering, the ConditionsGoverning the Introduction of Financial Instruments to OrganisedTrading, and Public Companies dated July 29, 2005 (unified text Journalof Laws of 2016 item 1639, as amended). The Existing Shares sale will bemade by conducting block trade transactions on the WSE expected on 23March 2018 with the settlement of these transaction and closing of thePlacement expected on 27 March 2018.

The Placementincluded primarily institutional investors specialized in healthcare andlife sciences from the US reinforcing and diversifying the Company'shareholder base. New Investors who will invest in the Company and joinits shareholding structure includetheEuropean Bank for Reconstruction and Development (the "EBRD"),which invested PLN 61.4 million, and PFR Life Science sp. z o.o. (the "PFRLife Science"), which invested PLN 38.3 million.

The Company intends to use thenet proceeds from the Shareholder Loan to cover the cost of expansion ofproduction capacity in Konstantynów Łódzki, and costs and obligationsrelated to the development and commercialization of Mabion CD20.

The Company will convene an ExtraordinaryGeneral Meeting to be held on 18 April 2018 (the "EGM")and willplace on its agenda a resolution toincrease the Company's share capital by issuing 1,920,772 new ordinarybearer shares of nominal value PLN 0.10 (the "New Shares")to be offered exclusively to the Shareholder in a form of a privatesubscription within the meaning of Article 431 §2(1) of the CommercialCompanies Code (the "Resolution on Capital Increase"). Theissue price for the New Shares will be equal to the selling price of theExisting Shares sold to the Investors by the Shareholder.

The Company intends to repay theShareholder Loan by means of the Shareholder Loan Conversion by 30 June2018. If by that time the Company does not obtain shareholder approvalfor the issuance of the New Shares at the EGM, the Company will berequired to repay to the Shareholder the aggregate proceeds from thePlacement transferred to the Company, provided however that the amountof the EBRD investment cannot be repaid until the earlier of: (i) thedate on which EBRD ceases to be a shareholder in the Company; and (ii)the date on which the Shareholder Loan Conversion is completed.

Additionally, according to theframework agreements signed with PFRLifeScienceand EBRD as longas each PFRLife Scienceor EBRD hold sharesthat represent more than 1% of the share capital of the Company, EBRDupon consultation with PFRLifeSciencewillhave the right to nominate, a joint candidate to the Supervisory Boardof the Company who will meet the independence criteria set forth in theAnnex II to the Commission's Recommendation of 15 February 2005 on therole of non-executive or supervisory directors of listed companies andon the committees of the (supervisory) board. Both PFRLifeScienceandEBRD agreed to exercise their respective voting rights in the ExistingShares acquired in the Placement in favor of adopting the Resolution onCapital Increase. Based on the framework agreement with EBRD the Companywill be obliged to comply with certain best practices adopted by EBRDincluding environmental and social performance as well as compliancewith anti-fraud policies.

In connection with the Placement,the Company and the Shareholder entered into a Placement AgentAgreement, dated 22 March 2018 (the "PAA") with GuggenheimSecurities, LLC (the "Placement Agent"). Based on the PAA,the Company has authorized the Placement Agent to solicit US Investorsfor the purchase of the Existing Shares in connection with thePlacement. The PAA contains certain conditions to the obligations of theparties customary for transactions of this nature. The Company wasadvised by Bank Zachodni WBK S.A. - Dom Maklerski BZ WBK in terms of thestructuring and settlement coordination of the Placement.

Under the PAA, the Company wasalso obliged to furnish to the Placement Agent, letters, pursuant towhich certain major shareholders of the Company including theShareholder, Mr. Maciej Wieczorek, Mr. Robert Aleksandrowicz, Glattonsp. z o.o., Celon Pharma S.A. and Polfarmex S.A. agreed vote in favourof the Resolution on Capital Increase and not to directly or indirectlyoffer, sell, assign, transfer, pledge, contract to sell, or otherwisedispose any of the Company's shares or securities convertible into orexercisable or exchangeable for the Company's shares for a period of 90days from the date of the purchase agreements, without the prior consentof the Placement Agent, subject to certain customary exceptions. TheCompany and President of the Management Board Mr. Artur Chabowski agreedto similar lock-up provisions.

At the same time, the ManagementBoard informs that on 23 March 2017, in connection with the lapse of oneyear period from the date of entry in the entrepreneurs' register of thechanges to the Company's statute made by the resolution of theExtraordinary General Meeting No. 5/II/2017 of 16 February 2017, theauthorization for the Management Board to increase the Company's sharecapital within the authorized capital referred to in § 9a of theCompany's statute expires.