Mabion S.A. — Capital/Financing Update 2021

Mar 4, 2021

Mabion S.A. concludes a placement agreement and commences thebook-building process for an offering by way of private subscription ofnew Series U ordinary bearer shares issued by Mabion S.A.

(Current Report No. 19/2021)

Legal basis:

Article 17 Section 1 of MAR - confidential information

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.

The Management Board of Mabion S.A. with its registered office inKonstantynów Łódzki (the "Issuer" or the "Company") announces that on 4March 2021 the Company and mBank S.A. (the "Manager") entered into aconditional share placement agreement (the "Placement Agreement"), andthat the process of book-building commenced for a private subscriptionof no more than 2,430,554 Series U ordinary bearer shares (the "Series UShares", the "New Shares"), to be issued by the Company (the "Offer").

The Offer of New Shares is conducted on the terms set out in ResolutionNo. 4/II/2021 of Extraordinary General Meeting of the Company of 23February 2021 (the "Issue Resolution") and the Management BoardResolution of 3 March 2021 regarding the determination of the terms ofthe offer, conducting a book-building process, subscription, acquisitionand allotment of Series U shares, and the terms of the book-buildingprocess for those shares, approval of Series U share subscriptionagreement forms and giving consent to Mabion S.A. to enter into aplacement agreement for the purpose of offering and subscriptions forthe Series U shares (the "Management Board Resolution")

Conducting the Offer and admission of Series U Shares and, subject tothe satisfaction of the regulatory requirements for such admission andintroduction, also the admission and introduction of rights to Series UShares ("RTS") to trading on the regulated market operated by the WarsawStock Exchange (the "WSE"), will not require the Company to prepare orpublish an issue prospectus or other information or offering documentwithin the meaning of the relevant regulations.

The book-building process for the New Shares will commence immediatelyafter the publication of this current report, and it will be conductedas an accelerated book-building process on the terms described below.

The New Shares will be offered in the territory of Poland in a publicoffer exempted from the obligation to publish an issue prospectus withinthe meaning of the relevant regulations, or other information oroffering document for the purposes of such an offer, addressedexclusively to: (a) qualified investors within the meaning of Article 1Section 4(a) of the Prospectus Regulation; or (b) investors acquiringsecurities with a total value of at least EUR 100,000 per investor,referred to in Article 1 Section 4(d) of the Prospectus Regulation,including the Eligible Investors (as defied below) within the meaning ofthe Issue Resolution.

The investors to whom the offers will be made to subscribe for the NewShares in a private placement within the meaning of Article 431 § 2Clause 1 of the Commercial Companies Code, will be selected based on theoutcome of the book-building process. The invited investorsparticipating in the book-building process will submit theirdeclarations of interest to the Manager. The declarations of interestwill specify, in particular, the proposed issue price and the number ofthe New Shares that the investor is willing to subscribe for. In orderto participate in the book-building process, each investor shouldconclude (if not already a party to such an agreement) an appropriateagreement for acceptance and transmission of orders with the Manager.

The Company's shareholders who satisfy the criteria set out in the IssueResolution (the "Eligible Investors") and participate in thebook-building process will enjoy preemptive rights to subscribe for theNew Shares on the terms set out in the Issue Resolution. According tothe Issue Resolution, upon satisfying the requirements stipulatedtherein, the Eligible Investors will have the preemptive right toacquire New Shares in a number that enables them to maintain their sharein the total number of votes at the General Meeting of the Company atleast at the same level as that held as at the end of the day ofadopting the Issue Resolution. Additionally, on the terms set out in theIssue Resolution, the Eligible Investors, who are Qualified Investorsand who at the end of the Preference Day hold shares in the Company, thejoint nominal value of which consists at least 0,5% (half percent) ofthe Company's share capital, are entitled to the preemptive right toacquire Series U Shares before the other investors. .

In order to exercise the priority right to subscribe for the New Shareson the terms set out in the Issue Resolution, the Eligible Investorsshould submit by 9 March 2021 information regarding the number of sharesof the Company they held at the close of business on 23 February 2021.Such information should specify at least the shareholder's details andthe number of Company shares held by that shareholder at the close ofbusiness on 23 February 2021. The information should be sent to theManager.

Pursuant to the Resolution of the Management Board, as part of thebook-building process and with the particular issue price, the NewShares will be initially allotted based on the following terms: (i)subject to the subsection (ii) below, each Eligible Investor, who takespart in the Book-building Process and files a declaration ordeclarations of acquisition of the New Shares for a price not lower thanthe issue price of the New Shares established by the Management Board inaccordance with the Issue Resolution, shall be entitled to a preemptiveright to acquire the New Shares in a number not lower than the number ofthe New Shares that- following the issue of the New Shares - enablessuch Eligible Investor to maintain the share in Company's share capitalnot lower than the share in Company's share capital the EligibleInvestor held at the end of the Preference Day; ; (ii) the EligibleInvestors, who are Qualified Investors and who at the end of thePreference Day hold shares in the Company, the joint nominal value ofwhich consists at least 0,5% (half percent) of the Company's sharecapital, are entitled to the preemptive right to acquire Series U Sharesbefore the other investors.

The issue price of the New Shares will be determined by the ManagementBoard of the Company primarily based on the results of the book-buildingprocess among institutional investors, taking into consideration allcircumstances that affect the determination of the issue price,including, first of all, the macroeconomic and economic situation, thetrend prevailing on the equity markets at the time of the book-buildingfor the New Shares, the financial standing of the Company at the time ofthe public offering of the New Shares, current developments and theirimpact on the prospects of the Company's business, as well as based onthe recommendations of the Manager involved in the offering and in thebook-building for the New Shares.

Promptly upon the Company making public, in the form of a currentreport, the set issue price of the New Shares and the number of Series Ushares which will offered for subscription by the Company to investors,the Company will proceed to the execution of agreements to take up theNew Shares (subscription agreements for the New shares) and investorswill be required to pay the issue price for the New Shares they take up.

As anticipated, the agreements to take up Series U Shares will beexecuted by the investors by 12 March 2021 and the cash payments for theNew Shares will be made within the time limits specified in theagreements to take up such New Shares, i.e. 12 March 2021.

Pursuant to the Placement Agreement, the Manager agreed to provideservices to the Company for the purpose of the placement of the NewSeries on the terms set out in that agreement, and in particular to usetheir best efforts to solicit potential investors and solicit thesubscriptions and payment for the shares by such investors. ThePlacement Agreement does not constitute an obligation on the part of theManager to purchase or sell any financial instruments and does notguarantee the admission and/or introduction of the financial instrumentsto the organized system of trading, the conduct of the Offer orplacement or any part of any other financial instruments of the Company.The Placement Agreement contains standard conditions precedent to theManager's undertakings encountered in such agreements entered into inconnection with transactions similar to the offer of the New Shares,including conditions related to force majeure and the occurrence of amaterial adverse change in the Company's situation, as well as definingthe conditions for its termination that are typical for this kind ofagreements. Pursuant to the Placement Agreement, the Manager mayterminate the agreement in the events specified therein and specificallyin a situation where any of the representations and warranties of theCompany made in the Placement Agreement appear to be inconsistent withthe factual or legal status, or if there is a significant change in thesituation on the financial markets that adversely affects thepossibility of conducting the Offer. The Placement Agreement alsocontains representations and warranties concerning the Issuer and itsoperations, within the standard scope of such representations andwarranties made by the issuers of securities in such agreements relatedto transactions similar to the New Shares. On the terms defined in thePlacement Agreement, the Manager and other persons named in thePlacement Agreement will be indemnified and held harmless againstcertain claims, liabilities or costs that might be sought from or raisedagainst the Manager or other designated persons in connection with thePlacement Agreement (indemnity clause).

The Issuer has agreed not to issue, sell or offer shares within 120 daysof the initial listing date of the RTS, subject to customary exemptionsincluding the issue and offering of up to 10,500,000 ordinary series Vshares the issuance and offering of which is expected to be approved bythe Company's general meeting to be held on 22 March 2021. In additionthe Company's shareholders - Twiti Investments Limited, Polfarmex S.A.and Glatton sp. z o.o. - have agreed that in case they subscribe for theNew Shares, without the consent of the Manager, they will not sell oroffer the New Shares acquired in the Offering within 120 days of theinitial listing date of the RTS, subject to the transfers within theshareholders' group, transfers required by law or appropriate decisionsof authorities, as well as a possible sale of the Company's shares to astrategic investor as part of the potentially contemplated process ofacquiring the Company's shares by such investor.

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 the Manager, or by any of its or itsrespective affiliates or agents as to or in relation to, the accuracy orcompleteness of this current report or any other written or oralinformation made available to or publicly available to any interestedparty or its advisers, and any liability therefore is expresslydisclaimed.

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 unauthorised.

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.