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

Jan 28, 2021

Subject matter: Decision on commencing activities aimed at attracting astrategic investor for the Company and on two planned issues of theCompany's shares

Legal basis: Art. 17(1) MAR – Confidential information.

Content of the report:

With reference to Current Report no. 16/2020 dated 16 March 2020regarding the arrangements for financing the Company's business in thelight of the current regulatory strategy of MabionCD20 pursued withregard to the European Medicines Agency (“EMA”), the Management Board ofMabion S.A. ("Company") announces that on 27 January 2021, based on anin-depth analysis of the needs and expected benefits for the Company, ithas adopted a new long-term financing strategy for the Company’sactivities. The strategy caters for the Company’s overall capital needswhose satisfaction is necessary to carry out all the activities that –in the opinion of the Company’s Management Board – are required tocomplete the registration of MabionCD20 with the EMA and commence salesof MabionCD20, thus enabling the generation of operating cash flows.Today, these arrangements were positively reviewed also by the Company'sSupervisory Board.

The financial strategy consists of the following parallel processes:commencing activities aimed at acquiring a strategic investor, andconducting two share issues. As part of the strategy, the followingdirectional decisions on financing were taken:

1) a decision to initiate a process of activities aimed at attracting astrategic equity investor for the Company. In order to carry out thisprocess effectively, the Company signed today an agreement with afinancial advisor, Rothschild & Co, to effectively carry out thisprocess. The scope of responsibilities of the advisor includes, amongothers, searching for a potential strategic investor, advice on thestructure of a potential transaction, support in drafting transactiondocumentation and in negotiations with the potential strategic investor.As at the date of publishing this current report, no decisions have beenmade regarding the type of the investor, the expected capital commitmentand the transaction formula itself. Such decisions will be taken whenselecting the most advantageous way to achieve the Company's long-termbusiness objectives.

2) a decision to carry out in Q 2021 an offer of the Company's sharesunder the accelerated bookbuilding procedure, addressed to the entitledinvestors identified by the Management Board who are shareholders of theCompany and who are eligible investors or who acquire shares with atotal value of at least EUR 100,000. Accordingly, the Company’sManagement Board will convene the Extraordinary General Meeting andpropose that the agenda include an item providing for adoption of aresolution on increasing the Company's share capital by not less thanPLN 0.10 and not more than PLN 243,055.40 through the issue of at leastone and not more than 2,430,554 U series ordinary bearer shares with apar value of PLN 0.10 each.

The purpose of the planned issue of U series shares is to raise thenecessary funds for the Company's working capital, in particular for thedevelopment of MabionCD20 and for activities aimed at carrying out theregistration procedure with the EMA as soon as possible.

It is the intention of the Management Board that the issue of U seriesshares be effected in the form of a private placement within the meaningof Art. 431.2.1 of the Code of Commercial Companies, and conducted byway of a public offering which is exempt from the obligation to publisha prospectus within the meaning of applicable laws, or anotherinformation or offering document for the purposes of such an offering,and that the selection of investors to whom the offers to subscribe forthe shares are to be made take into account a bookbuilding process oranother process aimed at attracting entities to subscribe for theCompany’s shares. The intention of the Company’s Management Board is topropose an issue structure whereby existing shareholders are deprived ofpre-emptive rights in entirety, while taking into account thepre-emptive rights of entitled investors who are shareholders of theCompany, who are eligible investors or acquire shares of an overallvalue of EUR 100,000 or more, which is in the interest of the Companyand its shareholders, and serves to ensure efficient provision of itscapital. The Company will propose that the issue price of U shares beset by the Management Board, provided that it may not be lower than 90%of the average market price of the Company's shares, from the period of30 days preceding the bookbuilding process (or any other process aimedat attracting entities subscribing to U shares series) during which theCompany's shares were traded on the regulated market.

3) a decision on the intention to carry out an offer of the Company'sshares based on a prospectus within the meaning of the relevantlegislation. Accordingly, concurrently with the issue of U seriesshares, the Company will commence preparatory work on the prospectus andthe Company’s offer of shares based on it, offer parameters and itstimetable. The prospectus issue, subject to the adoption of appropriateresolutions by the next General Meeting of the Company, the approval ofthe prospectus by the Polish Financial Supervision Authority andfulfilment of other legal requirements, is currently planned to becarried out within a time horizon not shorter than several months).

The Company’s Management Board assumes that the above-described actions,depending on their outcome, will provide the Company with the fundsnecessary to complete the registration process and commercialiseMabionCD20. Details of the financing strategy will be clarified by theCompany in the coming weeks, which the Company will announce in aseparate current report.

At the same time the Company reminds that the letters of supportreceived from the Company’s key shareholders, of which the Companyinformed in the financial statements for the first half of 2020 and fromthe content of which it stems that these shareholders are willing andable to continue to provide financial support for the Company'sday-to-day operations in the near future covering a period of at leastanother 12 months from the date of signing of those financialstatements, remain valid.

The Company also does not exclude the possibility of other sources offinancing, such as external debt financing, grants, subsidies fromEuropean Union funds, earmarked funds for new projects, or other sourcesdepending on the Company's needs and capabilities. The Management Boardof the Company is negotiating agreements with several biotechnologycompanies with which potential cooperation may bring the Company profitsfrom cooperation in the area of development and production of biologicaldrugs or vaccines. The Company is also continuing discussions with theEuropean Investment Bank to align the terms of the financing agreementswith the current regulatory strategy of MabionCD20.