Mabion S.A. — Capital/Financing Update 2021

Mar 3, 2021

Subject matter: Conclusion of a preliminary agreement with PolskiFundusz Rozwoju S.A.

Legal basis: Article 17(1) MAR - confidential information.

Content of the Report:

Management Board of Mabion S.A. ("Company") informs that on 3rd March2021 it concluded an a preliminary agreement with Polski Fundusz RozwojuS.A. ("PFR") specifying key terms of a potential PFR investment in theamount of up to PLN 40 million ("PFR Investment" and "Arrangement") forthe purpose of increasing the Company's production capacity, inparticular, relating to the Company's potential cooperation with NovavaxInc. under which the Company, with assistance of Novavax, is to initiateactivities required to transfer the manufacturing process and toestablish the feasibility of commercial-scale manufacturing of theantigen for Novavax's vaccine candidate (working name NVX-CoV2373) atthe Company's premises in the current report No. 15/2021 of March 3,2021.

The intention of the parties is to have PFR invest in the form of (i) aninterest-bearing three-year loan (or bond issue) granted to the Companyin the amount of up to PLN 30 million ("Debt Investment") and (ii)acquisition of the Company's shares in the amount of up to PLN 10million as part of the planned issuance of U-series shares based on theresolution of the Extraordinary General Meeting of the Company ofFebruary 23, 2021 ("Capital Investment").

Pursuant to the Arrangement, the PFR Debt Investment will be conditionalupon by the signing of a production contract between the Company andNovavax, Inc. providing for certain net proceeds to the Company from theexecution of such an agreement. In addition, the Debt Investment will bemade subject to the satisfaction of conditions precedent including, butnot limited to, the raising of additional financing from the issuance ofseries U shares of the Company, the preparation and reaching of anagreement by the parties as to the terms of the transactiondocumentation and the establishment or filing of applications for theestablishment of potential collateral. The Capital Investment and itsterms will be regulated in separate documentation.

The company emphasizes that the Arrangement is not legally binding anddoes not create legally binding obligations for any of its parties, andthe PFR investment is conditional and requires negotiation andconclusion of appropriate transaction documentation.