Directors report for the year 2024

MABION S.A.

Directors' Report for the year 2024

Date of publication: 24 April 2025 Konstantynów Łódzki

In case of any discrepancies between Polish version and English translation, Polish version shall prevail.

Contents:

LETTER FROM THE PRESIDENT OF THE MANAGEMENT BOARD TO SHAREHOLDERS 1

SELECTED FINANCIAL DATA 3

1. BASIC INFORMATION ABOUT THE COMPANY 4

   1. Company details 4

   2. Branches and facilities 4

   3. Company's management rules 4

   4. Organisational or equity relationships 5

2. COMPANY'S BUSINESS MODEL AND DEVELOPMENT STRATEGY 6

   2.1 Company's business model 6

   1. Strategy and development prospects for Mabion S.A. 7

   2. Implementation of the strategy in the financial year 10

   3. External and internal factors important for the Company's development 12

   4. Assessment of the feasibility of investment plans 14

3. COMPANY'S ENVIRONMENT 15

   3.1 Market environment 15

   3.2. Regulatory environment 16

4. MAJOR EVENTS AND ACTIVITIES OF THE COMPANY 18

   1. Products and services provided by the Company 18

   2. Sales markets 19

   3. Supply sources 20

   4. Agreements entered into or terminated in the financial year of 2024 and after the balance-sheet date 20

      1. Material agreements in the area of operations 20

   1. Material agreements financing the Company's business 21

   2. Borrowings granted 21

   3. Sureties and guarantees 21

   4. Transactions with related parties 21

   5. Other major agreements 21

   1. Factors and events in the Company's operations 22

      1. Material events occurring during the financial year 2024 and after the balance-sheet date 22

      2. Other events 24

   4.6 Main domestic and foreign investments 25

5. COMPANY'S FINANCIAL AND ASSETS POSITION 26

   5.1 Accounting principles applied to the preparation of Financial Statements 26

   1. Discussion of the Company's financial results for 2024 and factors and unusual events having

      a significant impact on the achieved results 26

   2. Financial and non-financial performance indicators 27

   3. Current and projected financial situation of the Company 28

   4. Issues of securities 28

   5. Financial instruments 28

      1. Financial instruments used 28

      2. Financial risk management objectives and methods 28

   6. Dividend policy 29

   7. Explanations of discrepancies between the actual financial results and the published forecasts 29

   8. Assessment of financial resource management 29

6. RISK AND THREAT FACTORS 30

7. STATEMENT ON CORPORATE GOVERNANCE 39

   1. Applied corporate principles 39

   2. Corporate governance principles and recommendations not applied 39

   3. Shares and shareholders of Mabion S.A. 41

      1. The Company's share capital 41

      2. Shareholders of the Company holding significant blocks of shares 42

      3. Number of Company's shares held by managing and supervising persons 43

      4. Employee share ownership schemes 43

      5. Own shares 44

      6. Holders of securities with special control rights 44

      7. Restrictions on the exercise of voting rights 44

      8. Restrictions on the transfer of ownership of securities 44

      9. Agreements which may result in changes in the proportions of shares held by existing shareholders 44

   4. The Management Board of Mabion S.A., 45

      1. Composition of the Management Board and rules of its appointment 45

      2. Management Board's powers and activities in 2024 47

      3. Remuneration of Management Board Members 48

      4. Compensation agreements 48

   5. Supervisory Board of Mabion S.A. 48

      1. Composition of the Supervisory Board and rules of its appointment 48

      2. Powers of the Supervisory Board and description of its operations in 2024 51

      3. Remuneration of Supervisory Board Members 52

      4. Committees of the Supervisory Board 53

      5. Procedures related to the selection and services of an audit firm 56

   6. General Meeting of Mabion S.A. 57

      1. Operating principles of the General Meeting 57

      2. Essential powers of the General Meeting 57

      3. Rights of shareholders and the manner of their execution 58

      4. General Meetings of the Company in 2024 59

   7. Principles for amending the Company's Articles of Association 60

   8. Internal control and risk management systems for the process of drawing up the financial statements 60

8. SUPPLEMENTARY INFORMATION 62

   1. Remuneration policy 62

   2. Liabilities under pensions and similar obligations 62

   3. Information on judicial, administrative, and arbitration proceedings 62

   4. Information about the audit firm 62

   5. Employment 63

   6. Major research and development achievements 64

   7. Environment protection 64

   8. Promotional and charitable activities 66

   9. Investor relations 66

   10. The Company's stock performance on the Warsaw Stock Exchange 67

9. OŚWIADCZENIE NA TEMAT INFORMACJI NIEFINANSOWYCH 69

9.10.3. New employee hires and employee turnover 103

9.10.6. Parental leave 108

9.10.7 Staff upskilling programme, including training 109

9.10.8. Ratio of basic remuneration between men and women 110

9.10.9. Liabilities under defined benefit schemes and other pension schemes 111

Contact details 118

‌LETTER FROM THE PRESIDENT

OF THE MANAGEMENT BOARD TO SHAREHOLDERS

Krzysztof Kaczmarczyk President of the Management Board Mabion S.A

Dear Ladies and Gentlemen, Shareholders and Investors,

With the introduction to the Annual Report of Mabion S.A. for 2024, I take the pleasure to present our key activities and achievements, which have resulted in the successful transformation of the

Company into a CDMO (Contract Development and Manufacturing Organisation) with a biological profile.

We have now a two-year period of implementing Mabion's new development vision behind us. In 2023, we adopted the Strategy for 2023-2027, which assumes full focus on the promising and globally growing biologics CDMO market. This market is expected to grow by double digits globally and double in worth by 2030, reaching over USD 52 billion, with a growth rate twice that of the traditional CDMO market. The decision we made back then to transform the Company into a contract manufacturer and developer of biological medicines brought us some major benefits. In 2023-2024, we generated PLN 221 million in income and PLN 64 million in EBITDA from CDMO contracts, repaid all financial liabilities and, at the same time, invested over PLN 50 million of surplus funds in further business development and upgrading of the existing facility in Konstantynów Łódzki. Today, I can conclude with great satisfaction that in 2023-2024, Mabion achieved all of its strategic objectives planned for this period, which included: changing the business model, completing the Company's transformation, upgrading assets, increasing recognition, and financing key investments from funds generated from our core business, i.e. CDMO services.

Mabion is now a cutting-edge company offering a full array of services for small and medium-sized biotechnology projects with preferred contract values ranging from PLN 10 million

to PLN 30 million, from the stage of stable cell line development and process development to commercial manufacturing. We are a company with 18 years of experience, high scientific competence, and an expert team of over 200 professionals. We have a GMP-and GLP-certified, upgraded facility capable of process development, drug substance manufacturing, drug product production, and analysis of medicinal products. At the same time, our offer is well

positioned for the biologics CDMO market, which is reflected in the total value of active offers submitted to prospective clients, with a combined value of USD 316 million as at the date of publication of the report (an increase of 48% y/y).

However, the diversification of our income sources and conversion of active offers into contracts, which are key processes for us, turned out to be more time-consuming than we had originally assumed. Agreements signed after the balance-sheet date and the number of open sales processes indicate that the most difficult period is behind us, and I therefore remain optimistic as to the contract acquisition and scale-up of Mabion's business.

This conclusion regarding the longevity of sales processes was one of several lessons we learned during the two years of the Strategy's implementation, and led to its update for 2025-2030, which we presented to you on 23 April 2025. The updated Mabion Strategy takes into account the new time horizon, the Company's improved outlook following the achievement of its targets for 2023-2024, as well as its current opportunities and financial needs. Below, I briefly discuss the most important changes on the way.

We intend to strengthen our offering covering a wide range of the CDMO service value chain by entering into beneficial business partnerships with other entities with an established position in the industry. The possibility of providing services complementarily to those of our selected business partners will enable us to reach new clients and should have a positive impact on the growth dynamics of Mabion. A good example of the kind of partnership we will be seeking in the coming quarters is the cooperation with Sartorius. One of the most important advantages we see in partnerships is profit maximisation through focusing on the optimal range of services offered by the Company, with commercial DS and DP production being our priority.

In a wider perspective, partnerships are one of the elements of our Max Capacity project, which, through the optimal use of existing resources, including the implementation of some activities in partnership, enables us to maximise income from the existing Mabion's facility in Konstantynów Łódzki. With the right

use of the production area and laboratories, the ability to run different DS and DP products at the same time, extra equipment for the current setup, and a team that's ready to work 24/7, we're planning to boost the potential of the existing facility from the original PLN 150-200 million per year to PLN 150-350 million per year in 2026-2028. The maximum utilisation of the existing facility's production capacity is our priority for the coming years, until the construction of the new facility, Mabion II, commences.

A major change presented in the Strategy for 2025-2030 is the construction of a new facility, Mabion II, which, according to current plans, will be built in stages, with the start scheduled for 2026 and the launch of the first module of the new facility in 2029. The first Mabion II module will increase the income potential of Mabion, which we estimate at PLN 400-500 million per year from 2029 on, with an expected increase to over PLN 500 million per year from 2030. The new plant, designed from the outset to meet our CDMO needs, will enable us to commercially manufacture DS in accordance with the US Food and Drug Administration (FDA) guidelines for sterile production, thus opening the door for Mabion to perform this type of contracts on the US market. Clients interested in this type of service are already approaching us, and in the coming years we will be able to respond with an expanded offer.

The year 2024 ended with income of PLN 69 million, mainly due to the implementation of the contract with Novavax, whose guaranteed part expired in May last year. We have made the most of this period and built up a surplus of capital, which we are now using to a large extent to finance our ongoing operations. However, the assumptions of the updated Strategy for 2025-2030, which are based on the anticipated dynamic business growth, point to a capital gap for 2025 and 2026 totalling PLN 50-70 million. Therefore, we have launched three parallel processes aimed at securing financing for the years 2025-2026. The first potential source of funds is the debt acquisition process we have initiated. The second option is to seek an industry or financial investor using services of a reputable advisor. The third possible source of financing is the issue of shares for the market or for a specific industry or financial investor. The decision on the optimal path to cover the capital gap will be made as soon as possible, and the planned capital raising exercise should be completed in Q3 2025.

The Strategy, adopted in 2023, and the vision for the development of Mabion, assuming full focus on the promising biologics CDMO market, was the right decision and created the greatest growth potential in the entire history of the Company. With any change in business model, the initial and transitional period,

when all assets, internal processes and systems are adapted to the new conditions, poses a key challenge. While difficult, this period is essential for the organisation to take advantage of new opportunities, and I am very pleased to say that Mabion has just completed this stage. We have gone through an intense two-year period of complete business transformation and pathfinding as a completely new entity on the global CDMO market. The hardest work has been done and we are gradually filling our production capacity with new contracts, a growing sales pipeline and the best organisational and regulatory efficiency on the market in active offering. The effort put into the successful transformation of Mabion into a biologics CDMO is also one of our greatest assets, as it creates high barriers to entry for new entities, while we are becoming more recognisable and firmly establishing ourselves in the market with each passing quarter through agreements and partnerships. We are working intensively to increase their number and intend to continue doing so in 2025 and the years to come.

The year 2024 was also the first year of implementation of the ESG Strategy. We have completed as much as 89% of all tasks planned for 2024. Our most important achievements in the first year of implementation are presented in this Directors' Report. In parallel with the adoption of the updated Strategy for 2025-2030, we have also revised the objectives of its ESG Strategy for 2024-2027 and adjusted them to the Company's business objectives, its needs and capabilities, as well as to the dynamics of changes in the legal environment. Only selected specific targets, for which we have set new deadlines, have been updated. The updated ESG Strategy covers the period from 2025 to 2027.

In conclusion, I would like to thank all our shareholders for their trust. I would also like to express my appreciation to our clients, partners, and suppliers, who are building Mabion's position as a reliable CDMO partner together with us. Special thanks go to the Company's employees, who have turned what was once just a vision for development written on paper into a thriving organisation with a global reach and promising prospects. On behalf of the entire Management Board, I would like to reiterate our determination to seize this unique opportunity to build a globally significant CDMO entity in Poland, which I firmly believe will be beneficial for the Company and all our shareholders.

Yours sincerely, Krzysztof Kaczmarczyk

President of the Management Board Mabion S.A.

‌SELECTED FINANCIAL DATA

Table 1. Selected financial data of Mabion S.A. for 2024.

Individual items of the balance sheet were translated into EUR at the average exchange rate for a specific balance sheet date, announced for the euro by the National Bank of Poland;

(31 December 2024: PLN 4.2730, 31 December 2023: PLN 4.3480). Individual items of the income statement and cash flow

statement have been converted into EUR at the exchange rate being the arithmetic average of the average exchange rates announced by the National Bank of Poland for the euro effective on the last day of each month of the financial year (2024: PLN 4.3042, 2023: PLN 4.5284).

1. ‌BASIC INFORMATION ABOUT THE COMPANY

   1. Company details

      Mabion S.A. (hereinafter 'Mabion' or 'Company') is a Polish biopharmaceutical company that provides contractual services in the scope of development, analytics, and manufacturing of biologic medicines Contract Development and Manufacturing Organisation, 'CDMO').

      Mabion S.A. was established on 30 May 2007 as a limited liability company with its registered office in Kutno. The legal form of the Company changed on 29 October 2009 as a result of the transformation into a joint-stock company. In 2016, the Company's registered office was moved to Konstantynów Łódzki.

      Since 2010, shares of Mabion S.A. have been listed on the Warsaw Stock Exchange.

      Registration and contact details of the Company

      Company name: Mabion Spółka Akcyjna Registered office: Konstantynów Łódzki

      Address: ul. gen. Mariana Langiewicza 60, 95-050 Konstantynów Łódzki

      KRS (National Court

      Register) number 0000340462

      District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register

      NIP (Taxpayer

      Identification Number) 7752561383 REGON (Business

      Statistical Number) 100343056

      Contact number: phone (+48 42) 207 78 90 E-mail address: info@mabion.eu

      Website: https://www.mabion.eu

   2. Branches and facilities

      The Company has no isolated branches within the meaning of the Act of 29 September 1994 on Accounting ('Accounting Act').

      The core assets of the Company include resources and expertise concentrated within the Company's two facilities:

      • the Research and Development Centre for Biotechnological Medicinal Products Łódź at Fabryczna 17 - intended for work related to the provision of analytical and development services for biological products, and

      • the Scientific and Industrial Complex for Medical Biotechnology in Konstantynów Łódzki, at gen. Mariana Langiewicza 60, which is also the Company's statutory registered office. It has

        three main functions: R&D, quality control, and manufacturing. It is one of the most advanced biotech medicine manufacturing facilities in Poland. In accordance with the business strategy adopted in 2023, the facility underwent an upgrade and was retrofitted with new equipment, which provided new technological capabilities. In past years, in the production area the Company had employed exclusively orbital shaking bioreactor technology1, and from 2023 onwards it diversified its bioreactor technology by adding new bioreactors with classic cell culture stirring technology2,3, to its suite of process equipment. The Company has increased its manufacturing capacity and strengthened its position as a CDMO providing comprehensive and end-to-end support to its clients - from the onset of medicine development to the implementation of the finished product into commercial-scale production.

        The medicines are manufactured in accordance with the principles of Good Manufacturing Practice ('GMP'), under the Manufacturing and Importation Authorisation ('MIA') held by the Company and issued by the Chief Pharmaceutical Inspectorate ('GIF').

   3. Company's management rules

      The Company operates on the basis of generally applicable legislation (including the Code of Commercial Companies) as well as its Articles of Association. The bodies of the Company are as follows: General Meeting, Supervisory Board, Management Board. The Management Board shall manage the Company and represent it externally. The competence of the Management Board shall include all matters not reserved for the competence of the General Meeting and the Supervisory Board. The Management Board is responsible for managing the Company's affairs and assets. The Management Board acts on the basis of the Company's Articles of Association and the Management Board's Rules of Procedure, adopted by the Management Board and approved by the Supervisory Board.

      In 2024, changes were made to the basic rules of the Company's management in connection with the resignation of Mr. Sławomir Jaros (Head of Research and Quality, CSO, CQO) from his position as Member of the Management Board on 3 October 2024.

      Following changes in the composition of the Management Board, the scope of responsibilities and tasks assigned to the different Members of the Management Board has also changed. Given the then ongoing advanced process of transforming the Company into a CDMO service provider, the Management Board's competences did not require supplementation and are optimal for the implementation of the adopted strategy and further development of the Company.

      The current distribution of key areas/tasks and responsibilities within the Company at the Management Board level is as follows:

      1 In this type of bioreactors, stirring occurs by orbital movement of the entire unit.

      2 In this type of bioreactors, stirring occurs by means of a rotor placed at the bottom of the culture bag.

      3 Both bioreactor types are based on disposables (sterile, single-use materials).

      • ‌Krzysztof Kaczmarczyk - President of the Management Board, Chief Executive, CEO. He directs the work of the Management Board. The main duties of the President of the Management Board include the implementation of the Company's business strategy and investment policy and the acquisition of strategic partners. The President of the Management Board is also responsible for regulatory affairs, quality management, HR, legal affairs, administration, investor relations and ESG at the Company, and for overseeing the proper performance of the Company's business, operating, and financial activities;

      • Julita Balcerek - Member of the Management Board, Chief Operating Officer. Responsible for managing, overseeing and integrating the Company's operational areas in the scope of development, manufacturing, quality control, investment, and operation maintenance and qualification activities. She is responsible for developing and implementing new process technologies and analytics to characterise biological products and processes. She supervises warehouse procurement and transport processes, as well as the activities of the project management department;

      • Grzegorz Grabowicz - Member of the Management Board, CFO. Responsible for managing the Company's financial policy. He is responsible for acquiring funds, management reporting - including developing the Company's financial plans, and for accounting and financial reporting. In addition, he is responsible for IT, including the development and implementation of new technologies and IT solutions supporting the Company's growth;

      • Adam Pietruszkiewicz - Member of the Management Board, Head of Business Development, CCO. Responsible for the Company's business development, for acquiring new clients,

      building new industrial relations and the Mabion brand in the CDMO market, and leading selected strategic projects related to the Company's international expansion.

      The organisational chart of the Company as at the date of publication of this Report is presented in section 9.2.3 of the Report.

   4. Organisational or equity relationships

      Mabion does not hold any shares in other entities. There are also no other situations which could lead to the conclusion that the Company is a dominant company within the meaning of Article 4 §1(4) of the Commercial Companies Code ('CCC').

      The Company is not owned, whether directly or indirectly, by another entity - to the Company's best knowledge, there are no entities which would meet the premises of the definition of the Company's parent pursuant to Article 4 (14) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Public Offering Act) and of the definition of the Company's parent pursuant to Article 4 § 1(4) of the Polish Code of Commercial Companies. In addition, to the Company's best knowledge, the shareholders and members of the Company's bodies are not bound by an agreement referred to in Article 87(1)(5) and Article 87(4) of the Act on Public Offering. Significant shareholders have no voting rights other than those resulting from the shares held by them.

      According to the best knowledge of the Management Board, there are no other organisational or capital relations of the Company with other entities.

2. ‌COMPANY'S BUSINESS MODEL AND DEVELOPMENT STRATEGY

   2.1 Company's business model

   Mabion is a manufacturing and service company and, as a CDMO, offers integrated development and manufacturing services for biologics, including monoclonal antibodies, for the global biopharmaceutical market. The Company's business model is based on services for small and medium-sized projects, from the launch of stable cell lines and process and analytics development to commercial manufacturing in line with applicable and area-specific GMP standards.

   One of Mabion's competitive advantages is its strategic location in Central and Eastern Europe, which allows it to offer attractive prices for services provided in accordance with recognised standards and based on a dynamic European network of providers. The Company operates in a regulated legal environment that guarantees, among other things, intellectual property protection. The advantages also include access to qualified specialists in the field of biopharmaceuticals and process engineering, with comprehensive project experience. Another important element of the Company's business model is the integrity of the services offered by it - the client has the option of using one or more services, which may be provided simultaneously by the Company or its industry business partner, and comprehensively supervised and managed by Mabion. No need to divide project management between different entities is convenient for the client, saving time and money while minimising risks. Such a model, combining the highest quality standards with optimised production processes, makes Mabion an attractive partner for global biopharmaceutical

   companies seeking high-end biotech solutions as part of a comprehensive chain of processes related to the production of biological medicinal products.

   On 23 April 2025 (an event after the balance-sheet date), the Company has updated its Strategic Plan for 2023-2027 - Outlook for 2025-2030 (hereinafter: Strategy for 2025-2030), which provides for the alignment of the Company's business model and offer with the identified market needs. Detailed information on the assumptions of the Strategy for 2025-2030 is provided in section 2.2 of this Report.

   The Company's infrastructure resources and team expertise enable it to offer a wide range of services and classify Mabion as a CDMO providing an integrated spectrum of services in the field of development and manufacturing of protein-based biologics.

   As at the date of this Report, the Company is ready to provide services in the following areas:

   1. process development;

   2. production of the drug substance (DS) for the clinical and commercial stages;

   3. manufacturing of the drug product (DP) for the clinical and commercial stages;

   4. characterisation of medicinal products, batch release, and stability testing.

   Graphics 1. CDMO business income streams - target model for 2025-2030

   
   
   

   Source: Strategy for 2025-2030

   ‌Mabion can offer both a range of services to clients and, on commission, develop a therapeutic product from the stable cell line level, employing all of the above streams (process development, analytical tools development, manufacturing), as well as respond to the needs of a client who would only like to use selected services. The full range of the offer can be provided in the adopted model in cooperation with service providers, based on industry partnership which involves the provision of complementary services to clients. The comprehensive nature of the offering, combined with access to a wider range of clients, is a natural benefit for both parties to such a partnership. On the

   other hand, such a model allows the Company not only to better position itself on the CDMO market, but also to focus on the offering range that makes the best use of its production capacity and enables it to achieve maximum income. The Company operates on the basis of an outsourcing model focused on longterm cooperation with partners, offering a flexible approach to bioproduction projects, process scalability, and integration of regulatory and quality control services. With its state-of-the-art infrastructure and investments in innovative biomanufacturing technologies, the Company ensures operational efficiency, cost predictability, and accelerated commercialisation of biologics.

   Graphics 2. Project implementation in partnership

   
   
   

   Source: Strategy for 2025-2030

   1. Strategy and development prospects for Mabion S.A.

      On 18 April 2023, the Management Board of Mabion S.A adopted the Company's Strategy for 2023-20274. After the balance-sheet date, on 23 April 2025, the Management Board adopted an updated Strategy5, which was then approved by the Supervisory Board.

      The Strategy for 2023-2027 was based on the expertise and resources accumulated over the years, enabling the Company to seize the market opportunity and begin, in 2021, its transformation into a CDMO. It provided for the continuation of the commenced transformation and further investment in the skills and assets related to the CDMO business. As part of the current Strategy for 2025-2030, the Company plans to continue the implementation of the assumptions adopted in the previous strategy and, based

      on its existing CDMO operations, including the experience and knowledge gained, to adapt its offer to market needs and longterm investment plans, covering the period until 2030.

      The Company's strategic vision

      In line with its Strategy for 2023-2027, Mabion positioned itself as a biologics CDMO providing a wide spectrum of services for small and medium-sized projects from early discovery to commercial manufacturing, for clients at various stages of development.

      The Strategy for 2025-2030 calibrates the aspirations of the Company, which currently intends to operate as a biologics CDMO, providing a broad and integrated range of services for small and medium-sized projects from the stage of stable cell line generation through process development to commercial manufacturing.

      4 The content of the Strategy for 2023-2027 is available on the Company's website: https://www.mabion.eu/wp-content/uploads/2023/05/20230418-MABION-Strategia-2023-2027.pdf

      5 Contents of the Strategy for 2025-2030 - Current Report no. 7/2025 of 23 April 2025.

      CDMO

      In accordance with the assumptions set out in the Strategy for 2023-2027, the Company was to undergo a transformation from an entity focused on the development and marketing of its own products to one centred on the provision of contract manufacturing, analytics, and development services. The Company's objective was to increase its recognition as a CDMO player for international service recipients in the biologics CDMO segment and to acquire clients for its services. Market trends and their analysis indicated that the global CDMO market has strong, long-term growth potential, and Mabion's capabilities align closely with this demand.

      Throughout 2023-2024, the Company undertook a number of initiatives aimed at building brand recognition, establishing a network of industry contacts, and effectively marketing its services (as detailed in Section 2.3 of this Report). The knowledge and experience gained through business development activities have since enabled the Company to respond more precisely to market needs, to intensify its activities in a targeted manner, and to tailor its service offering to make optimal use of existing resources. Two years of operating in the CDMO market have allowed the Company to identify its competitive advantages, as well as areas requiring reinforcement in order to improve its market positioning and secure new contracts, including those pursued through industry partnerships.

      The Strategy for 2025-2030 reflects the insights gained to date and outlines the Company's future direction in the CDMO services market (a detailed discussion of the CDMO market is provided in Section 3.1 of this Report). The Strategy also refines the definition of the Company's target client groups and the scope of its service offering, which is shaped by current market demand (assessed, among other factors, on the basis of incoming requests for proposals) and designed to efficiently leverage the Company's existing resources. By H2 2025, Mabion will be able to deliver all individual components of its offering (including both drug substance and drug product processes) in compliance with EMA and FDA regulatory frameworks, with the exception of commercial DS manufacturing for the US market. This part of the offering is expected to become available after 2029, in line with current plans for the launch of the new Mabion II facility.

      The ability to implement projects based on strategic industry partnerships strengthens Mabion's position in the CDMO market and supports income maximisation by enabling the Company to focus on the most attractive areas of its service portfolio. It also allows for the implementation of projects with broader scope, where the competencies of one or more partners complement the offering provided to the client.

      Mabion enters the next year of its operations with a clearly defined growth strategy, while also advancing its objective to expand its presence in the field of new modalities, such as antibody-drug conjugates (ADCs) and bispecific antibodies (BsAbs). The potential of this segment has already been confirmed through the Company's first agreement with a UK-based client, and further projects and contracts in this area are currently under negotiation.

      Strategic objectives defined in the Update of the Strategic Plan for 2023-2027 - Outlook for 2025-2030

      The Strategy for 2025-2030 is based on the assumption of focusing efforts on the implementation and achievement of the following strategic objectives, set within an extended time horizon compared to the original plan:

      2025:

      • Conversion of existing business relationships into contracts. Mabion will leverage its cost advantage, flexible collaboration terms, and agility in execution to effectively acquire new clients. This goal marks the culmination of previously undertaken intensive efforts to position the Company as a CDMO, along with the experience gained in that process. The Company's offering is targeted at a clearly defined group of clients-small and medium-sized biotechnology companies- and at a preferred project value range of PLN 10-30 million. Mabion offers flexible cooperation terms at every stage of project implementation. Its pricing is competitive compared with offerings from companies based in Western Europe and the United States. In 2025, the Company will expand its commercial activities and is capable of preparing offers promptly. The expected outcome of these actions is signing of contracts with clients;

      • Acquisition of strategic industry partners. Cooperating with a carefully selected group of experienced partners offering complementary services will enhance the effectiveness, competitiveness, and comprehensiveness of Mabion's offering. Such partnerships enable the delivery of a full spectrum of services (including, for instance, stable cell line development, packaging, and serialisation) and the execution of complex processes such as complete ADC workflows, with the partner responsible for linker production and conjugation. As a result, Mabion's production capacity will be utilised to the fullest extent. These activities are expected to translate into an expanded contract and client portfolio, thereby maximising profitability;

      • Strengthening brand recognition. Precise positioning and targeted actions. The Company will maintain its presence at selected industry events, focusing exclusively on those considered key and promising. Intensive marketing efforts -such as hosting webinars and contributing to trade publications - will support outreach to a broader base of potential clients. As a result, an increase in the number of incoming requests for proposals and a higher frequency of client visits to Mabion's headquarters is anticipated;

      • Securing funding for further development. The Company's business expansion and continued development will require additional external financing. All viable funding options are under consideration, including debt financing, attracting an industry or financial investor, or increasing share capital through a new share issue. Securing financing is a critical milestone scheduled for 2025, enabling the implementation of the development agenda for 2025-2030.

        2026-2028

      • Effective implementation of contracts. Strengthening internal teams, establishing business partnerships, and maintaining high quality standards will be essential to ensure successful contract execution and client satisfaction. Staffing levels in operational and quality areas will be aligned with the scope of processes to ensure efficient delivery of services (including building up the team to maintain operational readiness at full 24/7 capacity). Continued cooperation with business partners is planned to maintain a comprehensive service offering. Delivering projects on time and within budget should translate into a high level of customer satisfaction. Additionally, it will be important to upgrade existing equipment (to increase capacity and optimise processes) and continue the digitalisation of manufacturing, development, and support functions;

      • Focus on highest-margin services. The Company will prioritise commercial manufacturing of DSs and DPs. Aligning the service offering with market needs and focusing the contract portfolio on the highest-margin services is expected to lead to an increase in the number of implemented processes;

      • First stage of Mabion II construction. The first module of the Mabion II facility is planned to be constructed using a technology preferred by the Management Board, which may allow for a shorter construction timeline and lower investment costs than originally anticipated, adjusted to the pace of the Company's development. A final decision on the construction technology has not yet been made. Upon completion of this first phase, DS production capacity will be doubled. Additionally, the facility will enable the parallel running of commercial processes for various products, including DS production for the US market in compliance with FDA requirements;

      • Attractive and consistent financial results. An increase in production capacity and income will be key to the Company's continued growth and to funding the expansion of the Mabion II facility.

        Subsequently, after 2029

      • Launch of the first Mabion II module;

      • Expansion of the target client group;

      • Return on Invested Capital (ROIC) and Total Shareholder Return (TSR) above market benchmark.

        The Strategy for 2025-2030 continues the assumptions adopted in the Strategy for 2023-2027, representing an adjustment of the original assumptions to market demand and a profiling of the offered services based on the experience gained in the CDMO area and aimed at the maximum utilisation of the Company's manufacturing and development capacities.

        Construction of Mabion II

        In line with the Strategy for 2023-2027 and the updated Strategy for 2025-2030, in order for the Company to provide the full spectrum of CDMO services on a broader scale, it is essential to increase its production capacity and the number of independent manufacturing lines. To this end, the Company plans to expand its existing facility (Mabion I) with an additional production site -the Scientific and Industrial Complex for Medical Biotechnology of Mabion S.A. (Mabion II). (Mabion II).

        The benefits of opening the new facility include:

      • increasing the service potential, and consequently the revenue potential, by multiplying manufacturing capacity;

      • expanding the client base to include parties wishing to produce high-volume orders (commercial scale manufacturing);

      • opportunity to acquire long-term contracts;

      • manufacturing DS in full compliance with FDA guidelines, thereby enabling the commercial production of a biological medicinal product for the US market;

      • capability for the parallel production of at least two different products (DS manufacturing at a 4x2000L scale, divided into two independent 2x2000L lines - upstream (USP) and downstream (DSP) processing).

        The Company holds a valid building permit, obtained in previous years, for the construction of a facility with specified parameters, together with the necessary infrastructure in Konstantynów Łódzki. This provides the opportunity to commence development of the production site; however, the launch of advanced construction works depends on the circumstances outlined below.

        The Strategy for 2023-2027 sets out the following assumptions for the project:

      • nearly 20,000 sq.m. of modern manufacturing, quality control, development, and office space;

      • a facility tailored to the operational model of a CDMO company;

      • the possibility of manufacturing several different products at the same time.

        The project initially envisaged the construction of the facility using conventional methods, that is, a steel-frame structure with cladding made of sandwich panels and concrete blocks. The estimated completion time for such an investment is approximately 54 months.

        An analysis of available market solutions and industry trends prompted the Company to reassess its plans in this regard, which has been reflected in the Strategy for 2025-2030.

        ‌The currently considered plan allows for the construction of the first stage of the Mabion II facility under one of three possible scenarios: using conventional technology, modular technology, or a hybrid approach combining both. The key differences between these options lie in the cost and duration of the investment. A plan involving the construction of a prefabricated modular building would enable the project to be completed in a significantly shorter timeframe (approximately 35 months), thereby allowing income generation to commence earlier. The advantages of this approach currently make it the preferred option under consideration by the Company's Management Board.

        The Strategy for 2025-2030 defines the following parameters for the project:

      • approximately 3,800 m² of manufacturing, quality control, and warehousing space (including the necessary office and staff facilities);

      • a facility tailored to the operational model of a CDMO company;

      • the ability to conduct parallel manufacturing processes for different products.

      The construction and commissioning of the new facility are estimated to take place between 2026 and 2029. However, the final decision regarding the construction method, the launch, and the implementation of the project will depend on business-related factors, including the acquisition of funding necessary for initiating the construction of the first module of Mabion II, as well as the pace of the Company's growth as a CDMO - i.e., the number of clients and the contracts signed and implemented.

      The Company's financial results, such as EBITDA (i.e. operating profit adjusted for depreciation and amortisation), are also key to the decision-making process.

      MabionCD20

      The Strategy for 2023-2027 outlined the plan and conditions for the continued development and commercialisation of the MabionCD20 project, providing for its further implementation under a model based on granting a licence to an external partner responsible for the product's registration, sales, and distribution. The Company's function in such a model would be to contract manufacture the medicine (CMO) for the licensee.

      The Strategy for 2025-2030 does not alter these assumptions.

      MabionCD20 is the most advanced project in the Company's own product portfolio, ready to enter the final, registration phase of clinical trials. The schedule for further development work on MabionCD20 depends on the arrangements with the future partner (licensee). The Company does not plan to independently incur significant development expenditure on the project, but it will continue to incur expenses in terms of maintaining the project's potential and its readiness for the purposes of entering into a licence agreement. The Company will continue its efforts to secure a licensee for MabionCD20 and to explore opportunities for its contract manufacturing.

   2. Implementation of the strategy in the financial year

      Mabion is consistently pursuing its development strategy as a biologics CDMO, offering a broad and integrated range of services. The Company is building its competitive advantage through flexibility, operational efficiency, and the highest standards of service quality. In 2024, the Company continued to implement the Strategy for 2023-2027, undertaking the following actions in pursuit of the strategic objectives set for the 2023-2024 period:

      1. Business model - shift of the Company's business model from products to services (including the marketing of MabionCD20 by acquiring a licensee and possibly acting as a CMO (an organisation running contract drug manufacturing) for MabionCD20, completion of work on the Company's own portfolio of other products;

         As a result of the change in the Company's business model as adopted in the Strategy for 2023-2027, envisaging, with respect to the MabionCD20 project, to incur expenses only to maintain the potential of the project and its readiness for a licence agreement, the schedule for further development work on MabionCD20 remains to be agreed with the future licensee. The Company anticipates further development of the MabionCD20 project in a model involving licensing to an external partner who will carry out the registration of the medicine and will be responsible for sales and distribution.

         Accordingly, in 2024 the Company continued its efforts to identify a prospective licensee. The Mabion team, as an active exhibitor and participant in numerous industry events, held discussions and meetings with entities potentially interested in collaborating with the Company. In addition to establishing relationships with potential partners and increasing the project's chances of success, these meetings also provided the Company with valuable insights into how potential licensees perceive the current market landscape in relation to the project. As at the date of this Report, no licence agreement has been signed with any of the entities.

      2. Transformation - furthering the Company's transformation into a fully integrated CDMO (maximising expenditure and investment for the development of innovative CDMO services);

         The existing Company's manufacturing facility in Konstantynów Łódzki, its infrastructure and organisation had been designed in the past years for the development and production of MabionCD20 and needed adaptation to enable the Company to increase its potential as a CDMO.

         In 2024, the Company continued analyses of the market demand for CDMO services and the process of adapting its existing resources to said demand. The work performed at multiple operational levels of the Company involved both adapting the resources and knowledge already in place to meet market expectations and demonstrate them, as well as retrofitting Mabion's manufacturing infrastructure. In addition, the Company continued its internal, organisational transformation towards an integrated CDMO, involving organisational, structural, and

         personnel changes, as well as technological and scientific preparation involving specialised training.

         In line with the adopted assumptions, in 2024 the Company carried out the installation and qualification of process equipment purchased in 2023 (including a sterile filling line, Cytiva bioreactors, and buffer preparation tanks) and in 2024 (AKTA Pilot system). The addition of this equipment enhances the flexibility and efficiency of the Company as a provider of contract services, without the need to expand the facility's operational floor space - further details on this matter are provided in the following section.

         Additionally, in order to operate in line with the highest standards and to meet client expectations, the Company has been implementing computerised systems such as an eQMS (electronic Quality Management System) and is in the final phase of implementing a LIMS (Laboratory Information Management System).

         The former (eQMS) enables supervision over the Pharmaceutical Quality System documentation, deviations, change control, training, OOS (out-of-specification results) and CAPA (corrective and preventive actions). The implementation of the LIMS system enables the effective management of quality control processes, ensures compliance with the latest standards in terms of documentation collection, archiving, data integrity, and allows for an increased scope of preventive actions, which is appreciated by CDMO-profiled clients.

      3. Upgrade and scale-up - upgrading the existing facility and laboratories to enable multiple services to be provided to multiple clients in parallel, and developing a design concept for Mabion II facility building on the design documentation currently available and meeting the expectations of the CDMO market, and also leveraging funds to commence its construction;

         Mabion's facility (the Scientific-Industrial Complex for Medical Biotechnology in Konstantynów Łódzki) allows for the production of sterile biotech medicines, in accordance with the scope of the Company's Manufacturing and Importation Authorisation. In the previous years, the facility has been adapted primarily for manufacturing as part of the MabionCD20 project, but is also efficiently used for contract manufacturing of other biological products, as exemplified by the cooperation with or with a pharmaceutical company from the United Kingdom.

         In line with the transformation set out in the Strategy for 2023-2027, under which Mabion is to evolve into a CDMO-focused company, in 2024 the Company continued its efforts to adapt its business model to the role of a contract development and manufacturing organisation (CDMO) and to undergo a transformation in terms of the services segment.

         The purpose of retrofitting the Company's existing facility with selected equipment associated with the manufacturing process

         was primarily to achieve the ability to provide services utilising a variety of technologies and thereby increase flexibility in the provision of services as a contract manufacturer and to automate the DP manufacturing process. In line with the Strategy for 2023-2027, the retrofitting of the existing facility in 2023-2024 involved, among other things:

         • diversification of bioreactor culture technology - complementing the development and process equipment with bioreactors based on the classic cell culture stirring technology, enabling Mabion to offer the most widely used technology on the market for stirring in bioreactors);

         • automation in the field of finished product services - purchase of a new high throughput isolator-based filling line (installed), and an optical and leakage post-filling product control system (in production);

         • expansion of the production scale available to clients by offering the possibility of manufacturing small-volume batches (starting from approximately 100L).

         In 2024, the development of the technology park continued through the installation and qualification6 of equipment purchased in 2023 as part of the upgrade of the existing facility, including Cytiva bioreactors and buffer preparation tanks. Qualification and validation activities were also carried out in the production area for the sterile filling line, alongside an expansion of its functionality through the order of an additional filling format. This was intended to enable the execution of work commissioned by a UK-based client and to increase the Company's flexibility as a CDMO.

         The sterile filling line with the new format is scheduled to be commissioned and fully operational in Q2 2025. The

         aforementioned equipment enhances the operational capabilities of the manufacturing facility for future contracts and creates the opportunity to expand the Company's service offering to include sterile product filling.

         As part of the ongoing investments, the Company has made a post-balance sheet adjustment to the specifications of the purchased leakage control and optical inspection line for primary packaging.The modification involves enhancing the line's capability to include the additional 2R vial format. In accordance with the adopted Strategy for 2025-2030, the line is planned to be operational in Q4 2025. The investment will accelerate the finished product quality control processes, while at the same time enabling the provision of finished product quality control services for a much higher volume than currently possible.

         As part of upgrading the infrastructure of the Company's Research and Development Department, optimisation work was carried out using the Beacon Select™ system for cell line development (CLD). At the same time, the Company worked on developing platform-based solutions for the production and qualitative analysis of recombinant proteins, aiming to expand capabilities

         6 Equipment qualification involves a series of tests to confirm that the equipment operates correctly within defined operational and process ranges. This is a GMP requirement prior to approving the equipment for use in pharmaceutical manufacturing.

         ‌and increase competitiveness in CDMO service delivery. The work conducted in 2024 led to a significant (over 30%) reduction in the time required for the development of recombinant protein production and purification processes. The developed solutions shorten the time needed to complete development processes, significantly enhancing the market appeal of Mabion's service offering.

         In the period covered by this Report, the Company also carried out work related to the selection of an entity responsible for the verification and adaptation of the existing Mabion II facility design for the provision of advanced CDMO services. Under the strategy and its update, it is crucial to obtain financing for the construction of the new facility, which will ultimately enable a significant upscaling of the business and a 2-3-fold increase in the annual income potential. Consistently, the factors essential for determining the shape and infrastructure of the new facility will include business criteria such as the number of clients, the number of contracts entered into and completed, and the level of income and EBITDA. As envisaged in the strategic plan, in 2024 the Company engaged in a dialogue with selected financial institutions to secure future financing for the Mabion II facility. At present, the Company remains in regular contact with entities that can support the financing of the new facility. However, the Company's primary focus is on securing new contracts for CDMO services and, once this is achieved, active acquisition of funds for the construction of the new plant will be resumed.

      4. Recognisability - creating a diversified client portfolio and gaining recognition in the sector of companies providing CDMO services;

         In 2024, the Company further pursued the technological development of the most attractive areas on the CDMO market, guided by the needs of future clients. The Business Development Department, established in 2023, was strengthened by the appointment of a Head of Business Development for North America with over 20 years of industry experience, and a Head of Business Development for Europe with nearly 20 years of experience in the field. Activities aimed at increasing the brand recognition of Mabion as a CDMO were intensified. One of the main initiatives was Mabion's presence at key trade fairs and industry conferences, including BioEurope, BioInternational, European Biomanufacturing Summit, BioProcess International, Contract Pharma, JP Morgan Healthcare, DCAT, and CPHI (a total of 19 events throughout 2024). During these events, the Business Development Department team, supported by operational specialists and the Management Board, expanded existing relationships and forged new ones with business partners through numerous meetings and the presentation of the Company at well-prepared exhibition stands. Furthermore, Mabion established a Marketing Office within its structure, which is part of the Business Development Department, and significantly strengthened its online presence through campaigns on LinkedIn, webinars available on industry portals, the adaptation of its website, https://www.mabion.eu, for CDMO operations, and the publication of scientific and industry articles. The activities described above, as well as other cyclical activities, including campaigns promoting selected Mabion services, made it possible to establish numerous new business relationships and

         sign further contracts for Mabion services. The services in question have so far included the analytical characterisation of the investigational product, and therefore their value accounted for a small share of the Company's turnover. The Company expects that activities aimed at building recognition will translate into more significant income in the future. Detailed information in this scope is contained in section 4.4.6. of this Report.

      5. A self-funded entity - maintaining the dynamics of 'profitable business growth' in order to generate positive cash flows enabling medium-term self-financing of operations and development; while the process of securing a strategic investor remains open for discussion with potential partners, transformation to a CDMO becomes a priority;

      In line with its strategic assumptions, in 2024 the Company consistently implemented agreements with clients (detailed information on recognised income is provided in Note 8 to the Financial Statements). In 2024, the Company incurred expenditure on facility equipment in the amount of approximately PLN 11.2 million. Expenditure for this purpose will continue in 2025.

      The concentration on the CDMO area and the promising growth prospects of Mabion as a CDMO player significantly influenced the plans to attract a long-term strategic investor. Namely, with the announcement of the Strategy for 2023-2027, the Company has decided to remain open to potential interest and discussions with strategic investors, while focusing primarily on goals such as completing the transformation, business diversification in the CDMO area field, and building the Company's value. At the level of the Strategy for 2025-2030, obtaining financing is a key issue for the Company's further development.

   3. External and internal factors important for the Company's development

      Information on the agreements concluded in the area of operations and financing is presented in section 4.4 of this Report. Other significant factors and events affecting the Company's future development are presented below.

      Regulatory environment

      The regulatory environment for biopharmaceutical service companies (CDMOs) is similar to that of producers operating in the pharmaceutical industry and mirrors the high standards and strict quality requirements for the biopharmaceutical sector as a whole. The requirements are defined by regulatory agencies such as the FDA (Food and Drug Administration), EMA (European Medicines Agency), and national authorities - details can be found in section 3.2. Regulatory environment.

      Ability to deliver on orders within the ranges expected by clients (operational, quality capacity)

      Due to the implementation of its own projects in the period preceding the transformation into a CDMO and ongoing activities related to the development of a platform approach to optimise processes and analytical methods, the Company has the knowledge, experience, skills, and equipment necessary to

      fulfil orders within the ranges expected by clients. The Research and Development Department has the technical and scientific resources to carry out client projects from the stage of a stable cell line producing protein to the optimisation of the biological product manufacturing process on a laboratory scale and process characterisation. In parallel, it operates a wide panel of in-house analytical methods whose underlying assumptions can be implemented in subsequent products analysed as part of the implementation of clients' projects. The Company also has compatible equipment at its disposal for running manufacturing processes at laboratory and industrial scales, which makes it possible to quickly and efficiently scale up processes developed at the laboratory scale to the manufacturing scale and run them on a regular basis in compliance with the GMP standard. The Manufacturing Department has the technical and scientific resources available to implement client projects from the generation of parental cell banks through the manufacture of the active substance and the finished product. The compatibility of resources of the R&D and Quality Control Departments, in turn, enables the transfer of optimised analytical methods developed at the initial stages of client projects for the purposes of adapting them for use in process control and product release processes.

      The use of validated analytical methods is a crucial factor in controlling the quality parameters of manufactured products. The Quality Control Department has the knowledge and experience necessary to assist in adapting the validation or transfer of the client's analytical methods to the current requirements of the International Council for Harmonisation Good Clinical Practice (ICH), the European Pharmacopoeia (Ph. Eur.), the United States Pharmacopeia (USP) and other applicable guidelines. In addition, it has the technical capacity to store and test samples subjected to stability processes, test raw materials used in manufacturing processes and employs a range of validated biological and physicochemical methods used for product control. With its experience and ability to work within the highest purity classes, it supports the processes of sterile product filling and the day-to-day control of environmental conditions. The Procurement and Logistics Department has the technical resources enabling transport under controlled conditions and a team responsible for the implementation of procurement processes. In operational terms, the unit responsible for the proper execution of orders is the Project Management Department. Its duties include monitoring the progress of project work and mitigating risks, and in the case of projects implemented in

      partnership, it coordinates the work to ensure the integrity of the service provided.

      Resources

      The manufacturing facility in Konstantynów Łódzki, with an area of 6331 m2, together with a plot of land of 1.9 ha, operating within the Łódź Special Economic Zone, as well as leased laboratory and office premises in Łódź at Fabryczna Street, provide the infrastructure necessary for operations as regards the CDMO offer.

      As at 31 December 2024, the Company employed 213 people on the employment contract basis. Mabion's current resources, developed through years of research and development, include both fully functional analytical laboratories, a manufacturing

      area, and technical and operation know-how regarding quality systems required for production and analytics. The certifications and authorisations held by the Company include: GMP for manufacturing and ISO (environmental protection, occupational health and safety, and energy management).

      Mabion has undergone numerous audits and inspections, operating within quality systems for pharmaceutical manufacturing since 2011, which has led to a mature quality system and makes the Company a reliable CDMO partner.

      Since 2021, the Company has been implementing a strategy to expand its research and development capabilities by developing process and analytical platform solutions that enable the implementation of projects based on both biosimilar and innovative medicines.

      The technology for the production of therapeutic proteins is a dynamically developing area of medical biotechnology, explored by the largest global pharmaceutical corporations. The Company is a pioneer in the area of modern biotechnology, not only on a domestic scale, but also in the area of Central and Eastern Europe. The global supply of biologics is provided exclusively by large international pharmaceutical corporations. Within several years Mabion S.A. acquired competencies to manufacture any biotechnological medicine, from the stage of early development, through the selection of the technological path, to manufacturing the finished medicine.

      The Company has managed to acquire competencies unique on the Polish market in designing, development, and production of highly specialised protein medicines. As of 2021, this enabled the Company to diversify its business by offering services under the CDMO model. Using its competences, the Company becomes a natural partner for other entities at all stages of the process of development and production of biological medicines. The cooperation with Novavax in the manufacture of the protein vaccine antigen and the commencement of cooperation with new partners further strengthens the Company's credibility and improves its growth prospects as a CDMO.

      Information on collective experience and knowledge of key technical personnel

      The organisational structure of Mabion includes operational departments and divisions: Research and Development, Manufacturing, Quality Control, Quality Assurance, Administration, Finance, Operation Maintenance, Business Development, Project Management, Procurement and Logistics, Marketing Office and supporting entities such as: OHS, Data Protection Officer, Whistleblowing Representative, independent Qualified Persons and Pharmacovigilance - the organisation chart is presented in section 9.2.3 of this Report. In 2024, the Business Development Department's competences were expanded and developed with the objective of dynamic client acquisition for the CDMO business and building Mabion's brand recognition. During its existence, the Company has gathered a stable and experienced research personnel team, both in the substantive and operating dimensions. An integral part of the Company's development is its dedication to the development of

      ‌its staff, which is why Mabion takes great care and ensures that its employees have the opportunity to continuously improve and enhance their professional competences. The Company also collaborates with universities and public institutions, implementing joint projects that combine academic knowledge with business experience (further details in section 9.10.4.4 of the Non-Financial Statement).

   4. Assessment of the feasibility of investment plans

   Considering the activities undertaken in 2024, the prospects, and the external and internal factors important for the Company's further development, as presented in sections 2.2 - 2.4 of this Report, the Management Board of Mabion S.A. assesses the Company's investment plans as achievable, provided that additional funding is secured.

   In connection with Mabion's transformation into a CDMO, qualification and validation work on equipment purchased in 2023 as part of the facility's upgrading has been carried out. In line with the Strategy for 2025-2030, the readiness of the line for leakage detection and optical inspection of primary packaging is planned for the fourth quarter of 2025, with full functionality to be achieved.

   At present, the Company finances the implementation of the aforementioned investments tasks as described in sections 5.9 and 2.3, which are a continuation of the work on retrofitting the existing manufacturing facility from the following sources:

   • available cash resources;

   • operational cash flows from contract implementation;

   • debt financing, including leasing.

     In line with the assumptions of the Strategy for 2025-2030, the Company will primarily make investments that support its ongoing development (including process optimisation and those enabling continuous operation - 24/7), taking into account

     clients' expectations and market standards. The Company will also focus on expanding its production capacity through the construction of the first module of Mabion II.

     The Company's financial liquidity, and thus its ability to execute its investment plans, may be negatively affected by:

   • inability to secure financing;

   • difficulties in acquiring customers and generating income from contract implementation;

   • insolvency of clients;

   • interruptions in production material supply chains;

   • shifts in work schedules;

   • inability to carry out contract manufacturing at anticipated levels;

   • limitation of supply financing by partners commissioning production;

   • rising infrastructure investment costs and lack of adequate financing to expand manufacturing capacity;

   • delays in the reimbursement of Value Added Tax (VAT);

   • significant rise in energy and other fixed costs.

   Given the aforementioned sources of funding and factors affecting the Company's liquidity, the Management Board recognises the risks associated with the schedule of investment plans. The Company's development and the related investments are dependent, inter alia, on the acquisition of external financing, clients and regular income from the current operations.

   The possibility of implementing the investment plans adopted in the Strategy for 2025-2030 is also affected by the risk and threat factors identified in section 6 of this Report.

3. ‌COMPANY'S ENVIRONMENT

   3.1 Market environment

   The CDMO market is characterised by substantial growth potential, driven by the ongoing increase in research and development expenditures within the pharmaceutical industry, the growing number of molecules in the development phase, and the rising willingness of pharmaceutical and biotechnology companies to embrace outsourcing7.

   Forecasts indicate that the global CDMO market will grow from USD 184.9 billion in 2024 to approximately USD 368.7 billion by 2034, representing a compound annual growth rate (CAGR) of 7.2%8. This dynamic growth is stimulated, among other factors, by the rising demand for biological medicines, driven by an ageing population, which in turn leads to intensified efforts in developing new products and technologies9. Additionally, favourable regulations, including those related to biosimilars, are increasing their availability to patients compared to more expensive branded medicines10.

   There is also a growing trend towards outsourcing multiple functions, including production, due to the high specialisation and complexity of biological drug manufacturing processes11.

   Outsourcing to specialised CDMO/CRDMO operators enables firms to achieve cost benefits and shorten time-to-market for products12. The increasing number of CDMO/CRDMO clients is also a result of the emergence of numerous start-ups and small and medium-sized enterprises that respond to the long-term, stable demand for biologics13. New projects require a flexible and tailored approach, and the constant need to increase efficiency and productivity leads to a growing demand for contract manufacturing and support11. Pharmaceutical companies collaborate with CDMO/CRDMO providers to optimise research and development processes, followed by scaling up and production10. Outsourcing selected processes to contract manufacturers relieves clients from the need to possess the complex infrastructure necessary for the development of therapeutic products9.

   Production sites in markets with high regulatory standards are preferred, which positions Mabion favourably, as it is located in the European Union and is subject to the regulations of the European Medicines Agency (EMA)11. Mabion offers a wide range of services that enable project development from the genetic construct stage to the commercial product, manufactured in compliance with GMP standards, with full analytical and regulatory support (end-to-end)12. The broad service offering enhances the Company's competitiveness, and its over 16 years

   of experience in product development, confirmed by collaboration with Novavax, makes Mabion an attractive CDMO partner for small, medium, and large enterprises alike9.

   The CDMO collaboration model is particularly beneficial for small and emerging biopharmaceutical companies that lack advanced developmental, manufacturing, or experiential capabilities. The COVID-19 pandemic accelerated the growth of the CDMO/CRDMO market due to the global demand for COVID-19 vaccines and pandemic-related therapies13. Increased research and development spending is leading many small and medium-sized companies to engage in the development of new medicines and preclinical trials11. Currently, there are approximately 7,800 biopharmaceutical products in clinical development worldwide8. This growing demand for CDMO/CRDMO services is driving the consolidation of companies offering comprehensive support, from clinical trials to the production of the final product at a commercial scale9.

   As a contract manufacturer, Mabion is well-positioned to meet the growing demand for the production of therapeutic proteins in various categories of biological medicines produced in mammalian cells13.

   Trends in biotechnology

   Among the observed trends in biotechnology, the increasing share of monoclonal antibodies (mAbs) in the biologics market is predominant12, and Mabion has high expertise in their production11. Most biological medicines (around 70%) are produced using mammalian cell line culture technology, which is offered by Mabion9. Although bacterial and yeast cells are also used in the production of biopharmaceuticals, mammalian cells remain the preferred platform due to their ability to efficiently generate complex therapeutic proteins that contain post-translational modifications typical of human proteins10. The demand for biological drugs produced in mammalian cells is steadily increasing, which is associated with the growing incidence of oncological and immunological diseases12.

   At the same time, new technologies are rapidly developing, often related to the technology for producing monoclonal antibodies, such as bispecific antibodies (BsAbs), antibody-drug conjugates (ADCs), and therapies based on viral vectors (Viral Vectors, VVs)13.

   Mabion offers a full spectrum of services for companies developing biological medicines in mammalian cell systems, including the production of active ingredients and finished products, process

   7 Precedence Research. Pharmaceutical CDMO Market Size, Growth Analysis (2024-2034). https://www.precedenceresearch.com/pharmaceutical-cdmo-market

   8 Grand View Research. Biologics Market Size, Share & Trends Analysis Report (2024-2030). https://www.grandviewresearch.com/industry-analysis/biologics-market

   9 IQVIA Institute. Global Trends in R&D: Overview Through 2024. https://www.iqvia.com/insights/the-iqvia-institute

   10 Evaluate Pharma. World Preview 2023, Outlook to 2028 - The Future of the Pharmaceutical Market. https://www.evaluate.com/thought-leadership

   11 EMA (European Medicines Agency). Biosimilars in the EU: Information Guide for Healthcare Professionals. https://www.ema.europa.eu/en/documents

   12 Nature Reviews Drug Discovery. The Growing Role of CDMOs in Drug Development. Nature, 2023. https://www.nature.com/articles

   13 Biopharma Dive. The Rise of Single-Use Bioprocessing: Trends and Challenges. https://www.biopharmadive.com

   ‌development, and a wide range of analytical methods. The Company provides a flexible approach to its clients, competitive pricing, and time efficiency, which makes it an attractive partner for companies seeking a trusted CDMO.

   Thanks to its developed competencies, Mabion can not only support earlier stages of drug development but also offer advanced characterisation of the active ingredient and medicinal product, which is crucial for regulatory processes. The combination of experience, technology, and flexibility makes Mabion stand out from the competition as a CDMO with global potential.

   3.2. Regulatory environment

   The regulatory environment for biopharmaceutical service companies (CDMOs) mirrors the high standards and strict quality requirements for the biopharmaceutical sector as a whole. The requirements are defined by regulatory agencies such as the FDA (Food and Drug Administration), EMA (European Medicines Agency), and national authorities (e.g. the Polish Chief Pharmaceutical Inspectorate, GIF). Manufacturing and analytical operations for products intended for clinical trials or commercial use are subject to the principles of Good Manufacturing Practice (GMP), which ensure the quality, safety, and efficacy of biopharmaceuticals. The regulations cover, among other things, the manufacturing unit, equipment, personnel, processes, and quality control. Mabion

   has a long track record of GMP certification for sterile manufacturing of biotech drugs, by national standards.

   CDMOs must also comply with health and safety requirements and legal requirements in the area of environmental protection, and - among other things - hold the relevant administrative decisions. The manufacture of products for clinical trials is also subject to the guidelines of Good Clinical Practice (GCP). In the USA, Europe, and Japan, compliance with globally harmonised recommendations of the International Council for Harmonisation Good Clinical Practice (ICH) is required.

   New guidance/recommendations or updates to the existing guidance on the regulation of biological medicines, which may be relevant from the perspective of the Company's operations and further development, are outlined below.

   • In view of the continuing evolution of the SARS-CoV-2 virus and the limited duration of COVID-19 vaccines, the EMA (April 2024) and the FDA (June 2024) have issued recommendations for updating the composition of these preparations for the next winter season 2024/25. The agencies recommended a monovalent product based on the JN.1. variant that offers the best chance of providing protection against both current and emerging variants. The recommendations indicated above were relevant to the Company in view of its agreements with Novavax, which include analytical and manufacturing services related to the production of an anti-COVID-19 vaccine (Nuvaxovid). The yearly modification of the vaccine formulation may affect the scope and type of work carried out under the above agreements. It also creates an opportunity to sign new agreements;

   • One of the most significant changes in the regulatory environment was the entry into force, in June 2024, of the update of the ICH Q5A Guideline on viral safety evaluation of biotechnology products derived from cell lines of human or animal origin ('ICH Q5A(R2)'). The products manufactured by Mabion S.A. originate from mammalian and insect cell lines, therefore the update affects a key element of the Company's business, potentially changing the scope and methods of service provision. The document contains recommendations regarding methods for detecting and identifying viral contaminants, as well as approaches for their elimination. It advocates for the application of risk analysis to identify critical points susceptible to contamination, where additional testing is warranted. The updated guideline also introduced the possibility of using new virus detection technologies as alternatives to testing on animals and cell lines. Reducing the risk of viral contamination in biological medicinal products is essential to ensure their safety. Therefore, the Company's standard manufacturing process comprises a series of control steps carried out in accordance with the updated guideline;

   • In September 2024, the Journal of Laws of the Republic of Poland published the Regulation of the Minister of Health of 12 August 2024, implementing the European Commission's guidelines on the manufacture of investigational medicinal products for human use. The requirements are set out in Annex 7, 'Detailed Requirements of Good Manufacturing Practice for Investigational Medicinal Products for Human Use', to the Regulation of 9 November 2015 on the requirements of Good Manufacturing Practice. Given that the Company manufactures medicinal products for clinical trials under the GMP system, the provisions of the Regulation required implementation both in Mabion S.A.'s documentation and in its operational activities;

   • In December 2024, an amendment to the Regulation of the Minister of Health on the requirements of Good Manufacturing Practice came into force, concerning the manufacture and quality control of sterile medicinal products. The amendment introduces several significant changes, the most important of which are:

     • an increased emphasis on quality risk management and continuous improvement, as well as fostering a quality culture and staff awareness;

     • the introduction of a requirement for a formal contamination control strategy (CCS), alongside more stringent requirements for environmental monitoring, personnel qualification and training, process validation, and packaging integrity testing;

     • clarification of guidance on aseptic process simulation and a stronger focus on advanced technologies and data integrity;

       Given the nature of its operations, the Company is required to comply with the new guidelines as part of its GMP-compliant contract manufacturing services.

   • In the United States, legislation known as the BIOSECURE Act is currently under consideration. If enacted, it could significantly enhance the potential of European CDMO companies, including Mabion S.A. The Act aims to reduce the dependence of the U.S. biotechnology sector on companies affiliated with hostile states, including China, whose operations may compromise national security. Under the proposed legislation, federal agencies and entities funded by them would be prohibited from collaborating with certain CDMO companies, including BGI and WuXi Biologics (the complete list has yet to be finalised). An indirect consequence of the adoption of the BIOSECURE Act would be a redirection of the U.S. biotechnology sector toward contract manufacturers based in Europe, India, and South Korea. Since Chinese CDMOs currently represent a substantial share of the market, U.S. government agencies and the private companies they fund would be compelled to rapidly diversify their supply chains and enter into new agreements. The BIOSECURE Act was passed by the House of Representatives in September 2024 and is now awaiting a decision in the Senate.

   As in previous years, Mabion verifies the compliance of its internal quality system with the new provisions and makes the necessary modifications where needed. Importantly, none of the changes described above have a negative impact on the current potential as well as the Company's further expansion on the CDMO market.

   In accordance with the assumptions of the updated Strategy for 2025-2030, regulatory consulting is a permanent element of every project implemented for a client.

4. ‌MAJOR EVENTS AND ACTIVITIES OF THE COMPANY

   1. Products and services provided by the Company

      Mabion is a biologics CDMO and possesses expertise in the protein-based therapeutic product development and manufacturing stages, including medicine development, analytics, transfer of technology, upscaling, manufacture of therapeutic substances and finished medicinal products. The Company has long term experience in the area of mammalian cell cultures and, in particular, in the production and characterisation of recombinant protein biopharmaceuticals, including monoclonal antibodies (mAbs), and vaccine antigens - in the field of manufacturing and analysis.

      In the reporting period, i.e. in 2024, the Company has focused in its business activities on the following important areas of activity:

      • executing commercial orders for partners in the field of contract manufacturing, analytics, and development;

      • developing platform solutions for recombinant protein generation processes to expand opportunities and boost competitiveness for contract manufacturing and development services;

      • presenting offers and business negotiations as part of building the Company's CDMO order portfolio.

      Until the adoption of the Strategy for 2023-2027 (i.e. until 18 April 2023), the Company's most advanced project was MabionCD20, a proposed biosimilar to the reference medicines MabThera/Rituxan® (Roche). Following the shift in the Company's focus towards becoming a service-oriented CDMO, the Strategy for 2023-2027 outlined the decision to discontinue further development of MabionCD20 and instead to seek a (licensing) partner interested in the product. Work and expenditure on MabionCD20 were scaled back to the minimum necessary to maintain the project's potential.

      In 2024, the Company also undertook no development work nor incurred any expenditure in relation to other projects that were being pursued prior to the adoption of the Strategy for 2023-2027.

      The Company's income from sales in 2024 was generated primarily through services provided to Novavax, Inc. in relation to the Nuvaxovid vaccine, as well as under a contract with a UK-based company.

      The Agreement with Novavax and the additional orders entered into thereunder were of critical importance to the Company in 2024, both on the operational and financial level.

      The cooperation with Novavax is based on the Manufacturing Agreement entered into in October 2021 for the contract manufacturing of an active substance, i.e. a vaccine antigen for COVID-19 branded as Nuvaxovid® ('product'), and on additional orders, including Statement of Work no. 1 ("'SOW#1'). In April 2023, the parties signed an annex to Statement of Work no. 1, expanding the scope of cooperation to include the manufacturing of antigens constituting the active substance for vaccines targeting Omicron variants. The Manufacturing Agreement remains in force until the end of 2026. Until the end of May 2024, a so-called unconditional commitment period was in effect, during which the counterparty was under obligation to accept the services, and the parties agreed on remuneration for the Company either for the provision of services or, in the absence of production orders, for ensuring and making available a production slot. After the expiry of this period, the Company has continued to provide services to Novavax and receives remuneration based on the work performed; however, the value of services rendered after the guaranteed period is significantly lower compared to the compensation received from Novavax up until May 2024.

      In 2024, the Company provided analytical and logistics services to Novavax in accordance with Statements of Work (SOWs) signed, which are listed in the table below. In September 2024, under SOW#1, Novavax commissioned Mabion to carry out analytical work, including the transfer, validation, and verification of selected analytical methods using current SARS-CoV-2 rS protein variants at relevant trial time points. The assignment also covers routine GMP-compliant analytical testing of DS (drug substance) and DP (drug product) samples of the Novavax product, as well as stability studies of DS and DP samples and supportive testing for reference standard qualification and routine MVS (Master Virus Seed) testing. The transfer-related work was completed in Q4 2024, resulting in readiness to conduct regular analytics and stability testing for one of Novavax's vaccine variants. The ongoing analytical and stability work is continuous and will be carried out throughout 2025, depending on the number of samples delivered by Novavax for analysis.

      ‌Table 2. Additional orders implemented in 2024 under the existing Manufacturing Agreement between Mabion and Novavax

      No. Order name Order date Scope

      SOW#1

      1

      - orders for analytical work

      7 October 2021

      (Annex no. 1 of 22

      September 2022,

      Annex no. 2 of 4

      April 2023)

      23 November 2022

      Additional analytical services for Novavax involving development, transfer, and validation/verification of analytical methods for the drug substance (DS) and drug product (DP) of SARS-CoV-2 rS protein samples for Novavax's product variants, as well as testing of DS and DP samples as part of contract-based sample analytics in the Quality Control (QC) area.

      Order completed. The task is implemented on a continuous basis, depending on the orders signed for analytical work.

      The development of a method for and conducting a peptide mapping analysis for the active substance

      1. SOW#9

         (Annex no. 1 of 14

         April 2023)

         (DS) as well as the finished product (DP) of rS SARS-CoV-2 protein samples of Novavax products.

         Order completed. The task is implemented on a continuous basis, depending on the samples supplied for analysis.

      2. SOW#10 09 February 2023

         Logistics services, including the transportation and storage of materials, vaccine active substances, and finished products.

         Order completed. The task is open-ended, depending on Novavax's logistical needs.

      3. SOW#11 26 June 2024

      Feasibility assessment and validation of a new analytical method (based on peptide mapping technology) and routine testing of a new product developed by Novavax - the COVID-influenza combination (CIC) vaccine. The scope of work also includes the possibility of extending analyses to new product variants.

      Order completed. The task is implemented on a continuous basis, depending on the samples supplied for analysis.

      Source: Own study of the Company

      Additionally, in September 2024, the Company began work for a pharmaceutical company from the United Kingdom developing immunotherapeutic products, based on orders covering process transfer, manufacturing (DS and DP), and product release for clinical use, as well as transfer/development and validation of analytical methods including stability testing (DS and DP), along with packaging, labelling, and storage of the DP. According to the adopted schedule, completion of the work is planned for Q2 2025. More detailed information on the received orders can be found in section 4.4.1 of this Report.

      In 2024, the only recipient of the services provided by the Company worth more than 10% of its sales income was Novavax. The income resulting from the cooperation with this entity, recognised in the Financial Statements, reached a value

      corresponding to 94.61% of the Company's sales income. Due to the above-mentioned share, the Company is dependent on Novavax in terms of income. No formal relationship other than that arising from the 2021-2024 agreements and orders exists between the Company and Novavax.

      Detailed information on the Company's income in 2024 is presented in Note 8 to the Financial Statements.

   2. Sales markets

      In 2024, nearly 100% of the Company's sales income came from exports, as the Company's main client is Novavax, a company with its registered office in the USA.

      Table 3. Income from sales of Mabion S.A. by domestic and foreign markets

      Sales direction 2024 2023 PLN thousand % PLN thousand %

      Domestic	245	0.36%	112	0.07%
      Export	68,774	99.64%	150,881	99.93%

      Source: Own study of the Company

   3. ‌Supply sources

      In 2024, work carried out by the Company was related to very diverse areas (both in-house projects increasing the Company's attractiveness on the CDMO market and contract projects) - small scale process work, scale-up process work, commercial scale process work, research and development analytical work, quality control analytical work. In consequence of the advancement of technologies developed in Mabion and the much differentiated level of project topics, the Company uses a wide range of products and services available on the market. This is reflected in the number of sources of supply used by the Company. The Company cooperates with suppliers in the area of supply of process equipment, consumables, substances, as well as services related to the projects implemented by the Company.

      Producing an advanced biotechnological product as a monoclonal antibody or vaccine protein antigen requires maintaining appropriate sterility conditions and cleanliness areas, as well as certified input materials, including disposable materials. The final product is subject to quality control release procedures conducted by the Quality Control Department, which often require using appropriately characterised reagents or outsourcing analyses to appropriately certified bodies.

      In the period covered by this Report, the Company was not engaged in production of its own finished products (other than relating to the implementation of the CDMO agreement), hence the procurement and inventories include mainly materials that are used for research and development work. Raw materials purchased by the Company and used in the implementation of the CDMO agreement are recognised in the profit and loss account upon purchase rather than when actually used in production, unless they have an alternative use. Raw materials supplied and then used in the manufacturing process on order are specifically traceable. The Company does not have the right to use the raw materials for purposes other than contract manufacturing, and other circumstances also indicate that control over the raw materials is transferred to the contracting party by the Company at the time of acquisition of the raw materials. Consequently, the Company does not recognise purchases of raw materials acquired for the purpose of contract manufacturing in the balance-sheet under inventories. However, it should be emphasised that the process of supplying raw materials and ensuring adequate levels of raw materials in accordance with the existing agreement rests with the Company.

      In 2024, the value of turnover with any of the suppliers of materials or services (including suppliers ensuring deliveries for the CDMO agreement), did not exceed 10% of the Company's total sales income. In the Company's opinion, it is not dependent on any of its suppliers. In order to prevent possible risks of dependence on suppliers, the Company each time takes into account alternative solutions by monitoring the market of producers and suppliers. The measures described above enable some diversification of suppliers. The Company exercises due diligence to ensure that all orders are prepared well in advance to prevent possible delays in the supply chain.

   4. Agreements entered into or terminated in the financial year of 2024 and after the balance-sheet date
      1. Material agreements in the area of operations

   In 2024, the most important area of the Company's operations was primarily the execution of orders placed as part of the Company's cooperation with Novavax. The cooperation of the parties is based on the Manufacturing Agreement concluded together with SOW#1 in 2021, under which the Company manufactured, on a commercial scale, the COVID-19 vaccine antigen under the name of Nuvaxovid® for Novavax in compliance with the GMP standard. The successive orders entered into from 2022 to 2024 under the Manufacturing Agreement and the annexes concluded have allowed for an expansion of the services provided to Novavax. Apart from the cooperation with Novavax, significant agreements entered into during the financial year 2024 concerned activities related to the implementation of the Company's Strategy for 2023-2027. The details are presented below.

   Extension of cooperation with Novavax, Inc. - SOW#11

   On 26 June 2024, the Company signed another extension to the scope of services under the Manufacturing Agreement with Novavax, in the form of Statement of Work #11 ('SOW#10').

   Under SOW#11, the Company is to carry out work related to the development and validation of a new analytical method based on peptide mapping technology, followed by regular contract testing of samples using this method. SOW#11 relates to research associated with Novavax's new product, the COVID-influenza combination ('CIC') vaccine. SOW#11 stipulates the possibility of extending the tests to include new product variants. Routine testing of samples from products in development and commercial products are carried out in a GMP compliant environment. The value of income generated in 2024 from SOW#11 amounted to USD 180,000. While the financial value of SOW#11 itself is not relevant for the assessment of the materiality of the order for the Company, the extension of the cooperation with Novavax into another new area represents an important and key business value.

   In connection with the conclusion of SOW#11, the parties signed an annex to the binding quality agreement of November 2021. Under the annex to the quality agreement, the parties extended the list of products analysed at Mabion to include the CIC vaccine.

   The Company informed about the extension of cooperation with Novavax and the conclusion of the annex to the quality agreement in Current Report no. 10/2024 of 26 June 2024.

   Securing orders and signing a Master Service Agreement with a new client from the United Kingdom

   On 16 August 2024, the Company signed three Statements of Work ('SOWs') with a pharmaceutical company based in the United Kingdom developing immunotherapeutic products. The scope of work commissioned by the client under the SOWs includes the transfer, manufacturing, and analysis of a medicine intended for phase I clinical trials.

   ‌The implementation of the contractual works for the client commenced in September 2024, with completion scheduled for Q2 2025. The value of the services contracted under the SOWs amounts to approximately PLN 5.5 million (with payments denominated in USD). Payments are to be made on a monthly basis over a period of ten consecutive months. The stated value excludes the cost of raw materials and consumables, which are accounted for separately.

   Subsequently, on October 21, 2024, the Company signed a Master Service Agreement ('MSA') with the client covering process and analytical method development, their transfer to a GMP-compliant environment, as well as GMP-compliant manufacturing and quality control, and other activities related to the development of the client's products. The MSA defines the general terms of cooperation between the parties and the rules for service delivery by the Company based on individual Statements of Work submitted by the client. Each SOW will be carried out by the Company in accordance with the scope, schedule, and budget agreed upon on a case-by-case basis by both parties The value of each project will not include the cost of raw materials and supplies, which will be settled separately. The MSA does not define a minimum value of orders the client is obliged to place. The agreement is valid for 5 years from the date of signing. If an SOW extends beyond this period, the MSA will remain in force until the completion of that SOW. The MSA contains standard provisions allowing either party to terminate the agreement in the event of, for example, significant delays in project implementation or breaches of the Agreement's material terms and conditions.

   The Company informed about obtaining orders from the new client in Current Report no. 13/2024 of 16 August 2024, and about signing the Master Service Agreement in Current Report no. 16/2024 of 21 October 2024.

   Execution of an annex to the agreement for the manufacture and delivery of a line for direct packaging leakage control and optical inspection.

   On 9 January 2025 (an event after the balance-sheet date), Mabion concluded an annex to the agreement of 6 September 2023 for the manufacture and delivery of a line for leakage control and optical inspection of direct packaging. Under the agreement, the Supplier will manufacture, supply and install, at the Company's registered office, a device for automatic leakage control of primary pharmaceutical packaging (vials containing finished, sterile medicinal product) and optical inspection of filled packaging and product inside the packaging, in line with the specifications defined in the agreement. The equipment incorporates a state-of-the-art measurement and control system and its design complies with GMP requirements, and national and international standards.

   Under the annex, the parties changed the parameters of the ordered equipment to increase its analysis capabilities to include an additional 2R vial format and agreed that the equipment with the new specifications would be delivered in Q2 2025. The Supplier's net remuneration shall now amount to EUR 0.87 million (previously: EUR 0.83 million).

   The purchase of the optical inspection line is an element of the Strategy for 2023-2027 and will accelerate the finished product quality control processes, while at the same time enabling the provision of finished product quality control services for a much higher volume than currently possible. The annex to the agreement was concluded in response to requests for proposals from prospective clients and is intended to enable the Company to best match its resources to their needs.

   The Company informed about the conclusion of the agreement in Current Report no. 22/2023 of 6 September 2023, and about the conclusion of the annex to the agreement in Current Report no. 1/2025 of 9 January 2025.

   1. Material agreements financing the Company's business

      In the financial year 2024 and after the balance-sheet date, the Company did not enter into or terminate any agreements concerning loans, borrowings, or other forms of financing of the Company's operations.

      On 28 September 2023, in line with the payment application submitted to the European Bank for Reconstruction and Development ('EBRD'), the Company received the entire funding amount of USD 15,000 thousand. The loan was repaid in four instalments of varying amounts. The first, second, and third instalments were repaid on 29 September 2023, 28 December

      2023, and 25 March 2024, respectively, in amounts of USD 3,300 thousand each, and on 26 June 2024 in the amount of USD 5,100 thousand, in accordance with the applicable terms and conditions of the agreement. Consequently, as at the balance-sheet date, the loan was fully utilised and repaid.

      As at the date of publication of this Report, all collateral related to the financing in question has been released and is at the Company's disposal.

   2. Borrowings granted

      In the financial year 2024, the Company did not grant any borrowings.

   3. Sureties and guarantees

      In the financial year 2024, the Company neither granted not received any sureties and guarantees.

   4. Transactions with related parties

      The Company's transactions with related parties are presented in Notes 29 of the Financial Statements.

      In the financial year 2024, the Company did not enter into transactions with related parties on terms other than arm's length.

   5. Other major agreements

      In 2024, the Company implemented agreements for contract manufacturing, analytics and development, i.e.:

      • ‌it provided analytical and development services related to the characterisation of a biological investigational product intended for a clinical trial, under agreements signed in November 2023 with a EU biotech company. The services were completed by the end of Q1 2024.The total value of the agreements amounted to PLN 174.8 thousand, of which the total value of services provided in 2024 amounted to PLN 116 thousand. Additionally, in Q1 of 2024, two further agreements within the same scope were signed and completed during the first half of 2024;

      • the Company implemented an agreement involving analytical work related to the characterisation of critical quality attributes of a reference biological product for a client from the European Union;

      • qualification work was also carried out concerning the calibration of a measuring device for a company from the European Union operating in the Life Science sector.

   While the financial value of these agreements is not significant, they are important from the perspective of building the Company's experience and gradually expanding its portfolio of clients in the biotechnology market.

   1. Factors and events in the Company's operations

      Information on the agreements concluded in the area of operations and financing is presented in section 4.4 of this Report. Other significant factors and events occurring in the Company's operations include mainly those set out in the sections below.

      1. Material events occurring during the financial year 2024 and after the balance-sheet date Decision to abandon concluding a co-financing agreement under the FENG - SMART pathway call

         On 24 September 2024, the Company decided to initiate actions aimed at concluding a co-funding agreement for the project entitled 'Development of an Innovative Technology for the Generation of Stable Cell Lines Producing Bispecific Antibodies and Other Therapeutic Proteins' ('Project'), under the SMART Pathway FENG.01.01-IP.02-002/23 call organised by the Polish Agency for Enterprise Development, Priority 1 'Support for Entrepreneurs' of the European Funds for a Modern Economy programme ('Co-Financing Agreement').

         The objective of the Project was to develop an innovative technology for generating cell lines for the production of bispecific therapeutic antibodies in compliance with GMP standards he outcomes of the Project were to be implemented in the form of services added to the Company's commercial offering. The total cost of the Project, as stated in the Company's funding application, amounted to PLN 13.1 million. The awarded co-financing amount matched the requested sum and totalled

         PLN 6.4 million. At the time of submitting the application, the projected completion date of the Project was set for December 2028.

         Given that the application was submitted in June 2023, the Company undertook a review of the Project prior to the conclusion of the Co-Financing Agreement, with a view to assessing its alignment with the Company's current offering and planned future activities within the specified time horizon.

         Following this review, and having considered the compatibility of the Project with the Company's current portfolio and strategic plans, the Management Board resolved on 12 December 2024 to withdraw from the Project and, consequently, to forgo the conclusion of the Co-Financing Agreement. An analysis of the Project in light of current market conditions, the scope of work required, and the impact of such work on the Company's ongoing and planned client projects - when weighed against the potential scale and benefits - indicated that the risks outweighed the advantages within the envisaged implementation period. As a result, the Company deemed the implementation of the Project unjustified.

         The Company informed on the commencement of activities aimed at concluding the Co-Financing Agreement in Current Report no. 14/2024 of 24 September 2024, and the decision to withdraw from the intention to conclude the agreement in Current Report no. 19/2024 of 12 December 2024.

         Signing of a Master Agreement and order with Instituto De Biologia Molecular Do Paraná - IBMP

         On 13 April 2025 (an event after the balance-sheet date), the Company entered into a Master Agreement with Instituto De Biologia Molecular Do Paraná - IBMP with its registered office in Brazil ('Client') for the provision of services related to the development of the process and production of material for clinical trials ('Master Agreement'). Master Development and Clinical Supply Services Agreement, 'Master Agreement').

         The master agreement is unconditional, and its subject matter is to define the general terms and conditions of cooperation between the parties and the rules for the Company to provide the Customer with services in the field of process development and scaling, including the manufacturing of a product for preclinical and clinical trials, the development and validation of analytical methods for process and product control, and the transfer of process technology to the Customer. The Company will provide the different services based on the orders placed by the Client (Statement of Work (SOW)), in accordance with the scope and cost estimate specified therein. The master agreement has been signed for a period of 5 years and does not stipulate any minimum order value that the Customer is obliged to place. At the same time, it contains standard clauses regarding the possibility of termination. The Company's total liability will not exceed total fees paid by the Customer.

         The subject of the placed statement of work is the provision of services in the following fields: mobile phone network development, process development, product manufacturing for preclinical and clinical trials, development and validation of analytical methods, and preparation of necessary dossier. The Company will provide selected services in cooperation with subcontractors. The total

         net order value is approx. PLN 18.3 million (calculated at the USD exchange rate of 11 April 2025), of which approx. 20-25% will go to subcontractors. The payments, denominated in USD, will be made systematically over a period of 14 months, and the services are scheduled to begin in Q2 2025.

         Once the agreement has been signed, the Company and the Customer start the preparatory work. Any activities related to the order can only commence once the Client has entered into an agreement with a third party regarding the financing of the project and once a subcontractor has formally accepted the Company's offer to perform part of the ordered work. The company expects these conditions to materialise by the end of Q2 2025.

         Obtaining a new order from another client is a significant event and confirms the effectiveness of the Company's offering activities and the potential for its further development as a CDMO, in line with the Strategy for 2025-2030.

         The Company informed about the conclusion of the Master Agreement and the first order in Current Report no. 4/2025

         of 14 April 2025.

         Mabion enters into a strategic cooperation agreement with Sartorius Stedim Cellca GmbH to jointly commercialise services

         On 13 April 2025 (an event after the balance-sheet date), the Company entered into a strategic cooperation agreement with Sartorius Stedim Cellca GmbH with its registered office in Germany ('Sartorius') aimed at joint commercialisation of services and implementation of joint projects for prospective clients from the biopharmaceutical sector ('Cooperation Agreement').

         The main objective of the cooperation is to integrate the service offers of both entities, enabling prospective clients to benefit from greater synergy and a comprehensive solution combining Sartorius' services in the field of stable cell line derivation and development of cell culture processes at the laboratory scale with the Company's services in the area of product purification process development, process and product analytics, process and production scale-up to clinical trials and commercial business. Pursuant to the Cooperation Agreement, the joint implementation of projects will be beneficial mainly due to the complementary nature of the services offered by both entities, which will enable delivering high-quality organic products to Clients within a shorter lead time than in the case of a classical arrangement of sequential processes.

         The Cooperation Agreement has been entered into for an indefinite period of time, with the possibility of termination with prior notice according to the rules specified therein. It does not stipulate exclusivity for any of the parties. The financial conditions for the provision of services by the parties will be agreed upon individually for each customer project, depending on the scope and terms and conditions of the contracted services.

         The first joint project as part of the established cooperation is the execution of an order (for the aforementioned Instituto De Biologia Molecular Do Paraná - IBMP); however, putting this project into effect requires Sartorius to accept the order placed by the Company. Mabion expects this to happen by the end of Q2 of 2025.

         The Cooperation Agreement with Sartorius gives the Company an opportunity to jointly conduct procurement processes in the future and thus acquire new customers, as well as to expand its CDMO services portfolio. The establishment of cooperation with the partner is in line with the assumptions of the Strategy for 2025-2030.

         The Company announced the conclusion of the Cooperation Agreement and the first joint project under the cooperation in Current Report no.5/2025 of 14 April 2025.

         Conclusion of an agreement with WPD Pharmaceuticals sp. z o.o. for the provision of analytical method development services

         On 17 April 2025 (an event after the balance-sheet date), the Company entered into an agreement with WPD Pharmaceuticals Sp. z o.o. ('Contracting Party') for the provision of services related to the development of analytical methods for a recombinant protein medicine candidate conjugated with a cytotoxic compound, as well as for the intermediate protein product. The scope of work includes process control, characterisation of the protein intermediate and conjugate, and release testing analytics ('Agreement').

         Under the Agreement, the Company will carry out a project aimed at developing an analytical panel required to characterise the specified protein molecules and the recombinant protein-cytotoxic substance conjugate. The comprehensive analytical panel defined in the Agreement will include methods for assessing molecular structure, physicochemical parameters, and biological activity. The Agreement will be implemented in stages, within which specific work packages covering defined groups of methods will be carried out.

         The agreement is scheduled for completion in Q1 of 2026. The total net consideration under the agreement amounts to approximately PLN 2.0 million, with 10% of the total fee payable upon delivery of the general project plan to the Contracting Party. The remaining amount will be invoiced progressively in line with the advancement of the project. The remuneration is subject to adjustment based on specific conditions stipulated in the agreement.

         The agreement was concluded subject to the condition precedent of the Contracting Party concluding a co-financing agreement necessary for the implementation of the project covered by the Agreement.

         The Company informed about the Agreement conclusion in its Current Report No. 6/2025 dated 17 April 2025.

         ‌Mabion S.A. adopts its Strategy for 2025-2030 and updates its ESG Strategy for 2025-2027

         On 23 April 2025 (an event after the balance-sheet date), the Company's Management Board adopted a resolution on updating the existing Strategy of Mabion S.A. for 2023-2027 of which the Company informed in its Current Report no. 7/2023 of 18 April 2023, by adopting the Strategy of Mabion S.A. for 2025-2030 ('Strategy for 2025-2030') as well as on updating the ESG Strategy of Mabion S.A.

         Implementation of the existing strategy in 2023-2024

         In 2023-2024, Mabion S.A. completed the first stage of its transformation from a product-based company into a CDMO (Contract Development and Manufacturing Organisation). Under its Strategy for 2023-2027, Mabion S.A. achieved most of its targets for 2023-2024 and focused on providing process development and analytics services, and on manufacturing biological medicines. The production infrastructure has been upgraded and diversified, and state-of-the-art IT systems (eQMS, LIMS) have been successfully implemented. The sales team was expanded and reinforced with market development specialists in Europe and North America, intensive marketing activities were started, and the first contracts with international customers were signed.

         Concurrently, the Company invested in new technological solutions (including bioreactors and a sterile filling line), which allowed it to increase the flexibility and scale of its operations while maintaining a compact operating model, which in turn was reflected in strict cost control and robust financial results.

         Strategy for 2025-2030

         The Strategy for 2025-2030 builds on the assumptions adopted in the time frame of the previous strategy, while taking into account the experience gained in recent years and current market needs. The development of Mabion as a biological CDMO offering integrated services - from cell line development and process development, through process and product analytics, to commercial manufacturing of biological medicines - remains its foundation.

         The main changes included in the Strategy for 2025-2030 compared to the previous Strategy for 2023-2027 consist in further specifying the strategy, extending the time horizon, and calibrating the objectives. The Strategy for 2025-2030 focuses more on the commercialisation of services, precise definition of the target customer group (small and medium-sized bio-tech companies), development supported by new, planned industry partnerships, and the phased expansion of the Mabion II facility. The Strategy for 2025-2030 puts more emphasis on the need to improve profitability and provides for a more complex model of growth financing. Under the base scenario, it assumes acquisition of debt financing. An alternative to this scenario could be to acquire an industry or financial investor, or to issue shares.

         In parallel with the adoption of the Strategy for 2025-2030, Mabion also revised the objectives of its ESG Strategy for 2024-2027 and adjusted it to the Company's business objectives, needs, and capabilities, as well as to the dynamics of changes in

         the legal environment. Only selected specific targets, for which the Company has set new deadlines, have been updated. The updated ESG Strategy covers the period from 2025 to 2027.

         Detailed information on the implementation of the Strategy for 2023-2027, the assumptions of the Strategy for 2025-2030, and the update of the ESG Strategy for 2025-2027 is provided in section 2 and section 9.3.3.5 of this Report.

         The Company informed about the adoption of the Strategy for 2025-2030 in Current Report no. 7/2025 of 23 April 2025.

      2. Other events
   ESG Strategy for 2024-2027

   On 19 January 2024, the Management Board of Mabion S.A. adopted and the Supervisory Board subsequently issued a positive opinion on the ESG Strategy for 2024-2027.The ESG Strategy was developed with participation of employees, experts, and stakeholders from the Company's environment. The ESG strategy is structured around 3 pillars - environmental, social, and corporate governance. As part of these pillars, the Company has developed eight strategic objectives consisting of twenty-three operational objectives and specific objectives that will enable Mabion to monitor the progress of the ESG Strategy implementation (KPIs).The ESG Strategy provides real support for the Company's business operations. It defines Mabion's approach and objectives, among others things, in terms of green transformation, environmental impact reduction, as well as working conditions, interaction with local communities, and responsible management, to name but a few. Detailed information on the adopted ESG Strategy for 2024-2027 is presented in the Company's annual report for 2023, published on 16 April 2024. The strategy is also available on the Company's website under the 'Sustainable Development' tab.

   2024 was the first year of implementing the ESG Strategy with the participation of a dedicated team, which focused on executing specific tasks according to the adopted implementation schedule. The status and summary of the ESG Strategy implementation for 2024 was presented to the Company's Management Board, the Supervisory Board, and subsequently to the Company's employees.

   Following the adoption of the Strategy for 2025-2030 on 23 April 2025 (an event after the balance-sheet date), the Company revised the ESG Strategy objectives and aligned them with the Company's business objectives, its needs and capabilities, as well as the dynamics of changes in the legal environment (more details in section 9.3.3.5.). The updated ESG Strategy for 2025-2027 is available on the Company's website under the 'Sustainable Development' tab.

   Extension of the GLP certificate for the Research and Development Centre laboratories in Łódź

   In February 2024, the laboratories of the Company's Research and Development Centre in Łódź successfully underwent another routine GLP audit, as a result of which the validity of the certificate was extended. The GLP certificate was obtained in March 2024 from the Bureau for Chemical Substances (Biuro do spraw

   ‌Substancji Chemicznych). Holding the certificate indicates the top quality of the research and analyses conducted. Analyses in the scope of medicine quality parameters (pharmacokinetics, pharmacodynamics, immunogenetics) and clinical parameters provide unbiased, reliable results acceptable by medicine registration offices throughout the world.

   Following the adoption of the Strategy for 2025-2030 on 23 April 2025, the Company decided not to continue the GLP certification for the Company's laboratories in Łódź. The decision to discontinue the certification14 is driven by alignment with the Company's current offering (withdrawal from providing preclinical and clinical analytical services).

   Maintenance of the GMP Certificate

   On 11 April 2024, the Company received a letter from the Chief Pharmaceutical Inspectorate (GIF) confirming the maintenance of the GMP Certification following an inspection. The certificates cover areas such as:

   • manufacturing operations for medicinal products - quality control testing (microbiological testing: sterile products, physicochemical testing, biological testing);

   • manufacturing operations for investigational medicinal products - quality control testing (microbiological testing: sterile products, physicochemical testing, biological testing);

   • manufacturing operations for active substances (manufacturing and quality control): Rituximab and SARS-CoV-2 rS.

   4.6 Main domestic and foreign investments

   In 2024, the Company did not make investments in securities nor significant investments in financial instruments or intangible assets beyond expenditures related to the implementation of LIMS and QMS, which were primarily included in current operating costs.

   During the reporting period, the Company made capital expenditures related to the upgrade and retrofitting of the existing manufacturing facility in Konstantynów Łódzki.

   In the period from 1 January 2024 to 31 December 2024, actual expenditure on fixed assets amounted to PLN 11.2 million, with the most significant items related to the upgrade of the existing facility, including equipment for the manufacturing zone and infrastructure of the Research and Development Department (purchase of bioreactors with classical stirring technology and the Beacon system for cell line development). The Company financed these outlays with a loan obtained from the EBRD and from its own resources. Detailed information regarding liabilities in this respect as at the balance-sheet date is presented in Note 14 of the Financial Statements.

   14 The Act of 25 February 2011 on chemical substances and their mixtures and the Regulation of the Minister of Health of 3 August 2021 on Good Laboratory Practice do not explicitly specify the validity period of the certificate; however, in accordance with OECD international standards for GLP, a three-year inspection and recertification cycle has been adopted in practice.

5. ‌COMPANY'S FINANCIAL AND ASSETS POSITION

The financial statements cover the annual reporting period from 1 January to 31 December 2024 and the comparative period from 1 January to 31 December 2023.

The financial statements have been drawn up on the historical cost basis, with the exception of certain assets and liabilities and equity which were measured at fair value in accordance with the IFRS. The financial statements, with the exception of the cash flow statement, have been prepared on an accruals basis.

The Financial Statements have been drawn up in accordance with the going concern principle, which provides that the Company will continue to operate in the foreseeable future (presented in more detail in Note 3 to the Financial Statements). Therefore, no adjustments have been made to the Financial Statements which might be necessary if there was a risk that the Company would not continue as a going concern. For the financial year 2024, the Company generated a net loss of PLN (6,334) thousand.

The Management Board is aware of the existence of material uncertainty regarding the level of acquisition and execution of production orders. Despite the Management Board's intensive market activities, there is substantial uncertainty as to whether a sufficient number of production orders can be secured and executed to provide the Company with the cash flows necessary to maintain liquidity beyond a seven-month period from the balance sheet date. Consequently, there is significant uncertainty that may cast serious doubt on the Company's ability to continue as a going concern, and the Company may be unable to derive

benefits from its assets and discharge its liabilities in the normal course of business. Nevertheless, in the opinion of the Management Board, the currently undertaken market activities and the state of discussions with potential contractors provide grounds to assume continued operations and demonstrate demand for the services offered by the Company.

Despite the material uncertainty described above, the Management Board has adopted the going concern basis of accounting in these statements. This decision is supported by the above-described market activities aimed at obtaining production orders and financial support during the transitional period, including the confirmed intent of support from major shareholders, who have expressed their commitment to supporting the Company's continued implementation of its business strategy.

The Financial Statements have been drawn up in accordance with the going concern principle, which provides that the Company will continue to operate in the foreseeable future - not shorter than 12 months as of the balance-sheet date. Therefore, no adjustments have been made to the financial statements which might be necessary should the going concern assumption be unjustified. In the Financial Statements for the year 2024, the same accounting principles (policies) as in the Financial Statements for the year 2023 were applied. There were no changes in the rules for measuring assets and liabilities and financial result in 2024.

The scope of the annual report of the Company is consistent with the Minister of Finance Regulation of 29 March 2018 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (Polish Journal of Laws of 2018, item 757).