Mabion S.A. — Capital/Financing Update 2021

Mar 15, 2021

THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOTFOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDINGDIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITEDSTATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANYOTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTIONWOULD BE UNLAWFUL.

FURTHER, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND IS NOTAN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS CURRENT REPORT.

With reference to current reports No. 19/2021 and No. 21/2021, theManagement Board of Mabion S.A. with its registered office inKonstantynów Łódzki (the "Issuer" or the "Company") announces that theIssuer concluded with investors the subscription agreements regardingall, i.e., 2,430,554 series U ordinary bearer shares of the Company("Series U Shares"). The cash contributions required to cover all theSeries U Shares have been made in full; however, the Company has: (i)contractually set off the entire claim for payment of the Series UShares issue price by Glatton sp. z o.o. ("Glatton") against Glatton'sclaim under the loan agreement concluded with the Company on August 12,2020, up to the total amount of PLN 4,999,995; and (ii) contractuallyset off a part of claim for payment of the Series U Shares issue priceby Twiti Investments Limited ("Twiti") against Twiti's claim under theloan agreements concluded with the Company on August 12, 2020, andFebruary 5, 2021, up to the total amount of PLN 11,199,980, whereby theremaining part of the issue price for Series U Shares acquired by Twitiin the amount of PLN 4,999,995 was paid up by Twiti in cash.

The Company announced Glatton's and Twiti's declaration to pay up theissue price for Series U Shares by setting off the claims in currentreport No. 20/2021 dated March 8, 2021.

IMPORTANT NOTICES

This current report was prepared in accordance with Article 17 Section 1of the Regulation No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC and Article 56 Section 1 Item 2 of the Act of 29 July 2005 onPublic Offerings, the Conditions for Introducing Financial Instrumentsto an Organized Trading System, and Public Companies.

This current report is solely for information purposes and is publishedby the Company exclusively in order to provide essential information onthe terms of offering for its shares. This current report is by no meansintended, whether directly or indirectly, to promote the offering orsubscription of the shares of the Company referred to in this currentreport (the "Placing Shares") and does not represent advertisement orpromotional material prepared or published by the Company for thepurpose of promoting the Placing Shares or their subscription oroffering or for the purpose of encouraging an investor, whether directlyor indirectly, to acquire or subscribe for the Placing Shares. TheCompany has not published and has no intention of publishing anymaterials aimed at promoting the Placing Shares or their subscriptionafter the date of this current report.

This current report and the information contained in it is not forpublication, release, transmission distribution or forwarding, in wholeor in part, directly or indirectly, in or into the United States,Australia, Canada, Japan or South Africa or any other jurisdiction inwhich publication, release or distribution would be unlawful. Thiscurrent report is for information purposes only and does not constitutean offer to issue, or the solicitation of an offer to subscribe forshares in the capital of the Company in the United States, Australia,Canada, Japan or South Africa or any other state or jurisdiction. Thiscurrent report has not been approved by any supervising authority orstock exchange. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of such jurisdictions.

No public offering of the Placing Shares is being made in the UnitedStates, United Kingdom or elsewhere outside of Poland. All offers of thePlacing Shares will be made pursuant to an exemption under theProspectus Regulation (EU) 2017/1129, as amended from time to time(including any relevant implementing measure in any member state, the"Prospectus Regulation"), from the requirement to produce a prospectus.

This current report and the terms and conditions set out herein must notbe acted on or relied on by persons who are not relevant persons.Persons distributing this current report must satisfy themselves that itis lawful to do so. Any investment or investment activity to which thiscurrent report and the terms and conditions set out herein relates isavailable only to relevant persons and will be engaged in only withrelevant persons.

This current report has been issued by, and is the sole responsibilityof, the Company. No representation or warranty, express or implied, isor will be made as to, or in relation to, and no responsibility orliability is or will be accepted by mBank S.A. (the "Manager"), or byany of its or its respective affiliates or agents as to or in relationto, the accuracy or completeness of this current report or any otherwritten or oral information made available to or publicly available toany interested party or its advisers, and any liability therefore isexpressly disclaimed.

The Manager is acting solely for the Company and no one else inconnection with the offering and subscription of the Placing Shares andwill not be responsible to anyone other than the Company for providingthe protections afforded to their respective clients nor for providingadvice in relation to the offering and subscription of the PlacingShares and/or any other matter referred to in this current report. Apartfrom the responsibilities and liabilities, if any, which may be imposedon the Manager by the applicable regulatory regime, neither the Managernor any of its respective affiliates accepts any responsibilitywhatsoever for the contents of the information contained in this currentreport or for any other statement made or purported to be made by or onbehalf of the Manager or any of its respective affiliates in connectionwith the Company, the Placing Shares or their offering or subscription.The Manager and each of its respective affiliates accordingly disclaimand shall not bear all and any responsibility and liability whatsoever,whether arising in tort, contract or otherwise (save as referred toabove) in respect of any statements or other information contained inthis current report and no representation or warranty, express orimplied, is made by the Manager or any of its respective affiliates asto the accuracy, completeness or sufficiency of the informationcontained in this current report. The Manager may participate in theOffering on commercial terms.

The distribution of this current report and/or the offering andsubscription of the Placing Shares in certain jurisdictions may berestricted by law. No action has been taken by the Company or theManager or any of its respective affiliates that would, or which isintended to, permit an offering of the Placing Shares in anyjurisdiction or result in the possession or distribution of this currentreport or any other offering or publicity material relating to thePlacing Shares in any jurisdiction where action for that purpose isrequired.

This current report contains (or may contain) certain forward-lookingstatements with respect to certain of the Company's current expectationsand projections about future events. These statements, which sometimesuse words such as "aim", "anticipate", "believe", "intend", "plan","estimate", "expect" and words of similar meaning, reflect the Company'smanagement board's beliefs and expectations and involve a number ofrisks, uncertainties and assumptions which may occur in the future, arebeyond the Company's control and could cause actual results andperformance to differ materially from any expected future results orperformance expressed or implied by the forward-looking statement.Statements contained in this current report regarding past trends oractivities should not be taken as a representation that such trends oractivities will continue in the future. The information contained inthis current report is subject to change without notice and, except asrequired by applicable law, the Company does not assume anyresponsibility or obligation to update publicly or review any of theforward-looking statements contained in it, nor do they intend to. Youshould not place undue reliance on forward-looking statements, whichspeak only as of the date of this current report. No statement in thiscurrent repot is or is intended to be a profit forecast or profitestimate or to imply that the earnings of the Company for the current orfuture financial years will necessarily match or exceed the historicalor published earnings of the Company. As a result of these risks,uncertainties and assumptions, the recipient should not place unduereliance on these forward-looking statements as a prediction of actualresults or otherwise.

This current report does not identify or suggest, or purport to identifyor suggest, the risks (direct or indirect) that may be associated withan investment in the Placing Shares. Any investment decision tosubscribe for or acquire the Placing Shares in the offering orsubscription of such shares must be made solely on the basis of publiclyavailable information, which has not been independently verified by theManager.

The information in this current report may not be forwarded ordistributed to any other person and may not be reproduced in any mannerwhatsoever. Any forwarding, distribution, reproduction or disclosure ofthis information in whole or in part is unauthorized.

This current report does not constitute an invitation to underwrite,subscribe for or otherwise acquire or dispose of any securities in anyjurisdiction. This current report does not constitute a recommendationconcerning any investor's option with respect to the offering orsubscription of the Placing Shares. Each investor or prospectiveinvestor should conduct his, her or its own investigation, analysis andevaluation of the business and data described in this current report andpublicly available information. The price and value of securities can godown as well as up. Past performance is not a guide to futureperformance.