Mabion S.A. — Share Issue/Capital Change 2021

Mar 22, 2021

Subject: Information regarding the completed subscription for series Ushares issued by Mabion S.A.

Legal basis: §16 section 1 of the Regulation of the Minister of Financeof 29 March 2018 regarding current and periodic information provided byissuers of securities and conditions for recognizing as equivalentinformation required by the law of a non-member state.

Text of the report:

The Management Board of Mabion S.A. ("the Company") publishesinformation regarding the completed subscription ("the Subscription") ofordinary bearer's series U shares ("Series U Shares"), issued by theCompany pursuant to Resolution No. 4/II/2021 of the ExtraordinaryShareholders' Meeting of the Company of 23 February 2021 and offered aspart of the accelerated book-building process, the commencement of whichwas announced by the Company in current report No. 19/2021 of 4 March2021.

The Series U Shares were offered in the form of private subscriptionwithin the meaning of the Act of 15 September 2000 - the CommercialCompanies Code ("CCC") as part of a public offering ("the Offer"), onthe basis of exceptions to the preparation and publication of aprospectus, as referred to in Art. 1 section 4 letter a) and letter d)of Regulation (EU) 2017/1129 of the European Parliament and of theCouncil of 14 June 2017 on the prospectus to be published in connectionwith a public offering of securities or their admission to trading in aregulated market and repealing Directive 2003/71/EC ("the ProspectusRegulation").

The Company is applying for the admission of the Series U Shares totrading in the regulated market operated by the Warsaw Stock Exchange(Giełda Papierów Wartościowych w Warszawie S.A.) on the basis of anexception to the obligation to draw up and publish a prospectus, asreferred to in Art. 1 section 5 letter a) of the Prospectus Regulation.

15. The start and end date of the subscription or sale

The book-building process was carried out on 4-9 March 2021, and theprocess of concluding agreements for the subscription for Series UShares was completed on 12 March 2021.

16. Date of allotment of securities

Not applicable. The issue of the Series U Shares came into effect withthe conclusion of agreements for the subscription of all the Series UShares and making the full contribution to cover the Series U Shares,and therefore, allocation of the shares within the meaning of the CCCwas not necessary. The process of concluding agreements for thesubscription for the Series U Shares was completed on 12 March 2021. Thecontributions for the Series U Shares were made in full by 15 March2021, as announced by the Company in the current report No. 23/2021 of15 March 2021.

17. Number of securities covered by subscription or sale

The subscription covered 2,430,554 Series U Shares.

18. Reduction rate

Not applicable.

19. Number of securities for which subscriptions were made in thesubscription or sale process

No subscriptions were made within the meaning of the CCC. The Offercovered a total of 2,430,554 Series U Shares.

20. Number of securities which were allocated under the subscription orsale

Not applicable. Under the Offer, a total of 2,430,554 Series U Shareswere taken.

21. The price at which the securities were subscribed (purchased)

The Offered Shares were acquired at the issue price of PLN 55 per oneSeries U Share.

22. Number of people who subscribed for the securities covered by thesubscription or sale

Not applicable. The Offer was not divided into tranches and nosubscriptions were accepted for the Series U Shares. Under the Offer, atotal of 2,430,554 Series U Shares were taken.

23. Number of people to whom securities were allocated as part of thesubscription or sale

Under the Offer, the Series U Shares were taken by 65 investors.

24. Names (business names) of the sub-issuers who took the securities aspart of the execution of sub-issue agreements, with the specification ofthe number of securities they took, along with the actual price of onesecurity, being the issue or sale price, net of consideration for takinga security in execution of the sub-issue agreement, acquired by thesub-issuer

Not applicable. The issue of the Series U Shares was not the subject ofan sub-issue obligation.

25. Value of the conducted subscription or sale

The value of the Subscription, understood as the product of the numberof the Series U Shares covered by the Subscription and the issue priceof the Series U Shares, amounted to PLN 133,680,470.

26. The amount of total costs which have been included in the costs ofissue

The value of total costs which were included in the costs of issue ofthe Series U Shares amounted to

As of the date of drawing-up this report, the Company is not aware ofthe final settlement of the costs of the issue of the Series U Shares.Such costs will be made public in the form of a current report uponreceipt of the statement and approval of all costs from entitiesinvolved in the preparation and execution of the Offer.

27. The average cost of subscription or sale per one security covered bythe subscription or sale

As of the date of drawing-up this report, the Company is not aware ofthe final settlement of the costs of the issue of the Series U Sharesand therefore the average cost of the Offering per Series U Share isunknown. Such costs will be made public in the form of a current reportupon receipt of the statement and approval of all costs from entitiesinvolved in the preparation and execution of the Offer.

28. Method of paying for subscribed (purchased) securities

The Series U Shares were paid for with cash contributions.

The Series U Shares subscribed for by Glatton sp. z o.o. ("Glatton") andthe 203,636 Series U Shares subscribed for by Twiti Investments Limited("Twiti") were paid up by offsetting the Company's receivables by thepayment of the Series U Shares issue price against the receivables ofGlatton and Twiti under the loans granted to the Company.

The entire issue price of 90,909 Series U Shares subscribed for byGlatton to the amount of PLN 4,999,995 was paid by deducting theCompany's claims against Glatton for the payment of the issue price fromthe Glatton's claim against the Company to the amount of PLN 5,000,000(principal amount) under the loan agreement concluded by the Company andGlatton on 12 August 2020 (the "Glatton's Receivables").

The issue price of 203,636 Series U Shares acquired by Twiti to theamount of PLN 11,199,980 was paid by deducting the Company's receivablesfrom Twiti for the payment of the issue price of 203,636 Series U Sharesfrom: (i) Twiti's entire receivables from the Company to the totalamount of PLN 10,000,000 (principal amount) under a loan agreementconcluded by the Company and Twiti on 12 August 2020 (the "Twiti'sReceivables 1"); and (ii) a part, equal to PLN 1,199,980, of Twiti'sreceivables against the Company to the total amount of PLN 3,500,000(principal amount) under the loan agreement, up to the maximum amount ofPLN 10,000,000, concluded by the Company and Twiti on 5 February 2021(the "Twiti's Receivables 2", together with the Glatton's Receivablesand Twiti's Receivables 1, referred to as "the Claims").

In addition, Twiti also acquired 90,909 Series U Shares, which were paidup in cash to the amount of PLN 4,999,995. Twiti acquired a total of294,545 Series U Shares.

The value of the Claims is equal to the nominal values of the grantedand disbursed loans, i.e. PLN 5,000,000 for the Glatton's Receivables,PLN 10,000,000 for the Twiti's Receivables 1 and PLN 3,500,000 forTwiti's Receivables 2. Acting pursuant to Art. 6a section 2 of the Actof 29 July 2005 on public offering and the conditions for introducingfinancial instruments to an organized trading system and on publiccompanies, the Management Board of the Company prepared a report ondeductible Claims, which was assessed by a certified auditor in terms ofits truthfulness and reliability, in particular with regard to themethod and assumptions for the valuation of the Claims.