Mabion SaGPW: MAB

Other information to the quarterly report of Mabion S.A. for the first quarter of 2025

Jun 13, 2025 at 12:36 PM UTC · Issued by Mabion SA

Other information

for the quarterly report of Mabion S.A.

for Q1 2025

Konstantynów Łódzki, 27 May 2025

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

Contents

SELECTED FINANCIAL DATA 2
INFORMATION ON MABION S.A. 3
1. Introduction 3
2. COMPANY'S GOVERNING BODIES 3
3. Share capital structure 4
4. Shareholding structure 5
5. Number of shares held by managing and supervising persons 6
6. Information on the capital group 7
BUSINESS ACTIVITIES OF MABION S.A. IN THE FIRST QUARTER OF 2025 8
1. Object of activity 8
2. Description of significant achievements and failures of the Company in Q1 2025 9
3. Description of factors and events, including of unusual nature, having a significant impact
  on the condensed financial statements 10
4. Transactions with related parties 10
5. Sureties and guarantees granted 10
6. Proceedings pending before a court, an authority competent to conduct arbitration proceedings,
  or a public administration body 10
7. Position of the Management Board on the feasibility of previously published forecasts 10
8. Events after the balance-sheet date 10
9. Factors to affect the results to be achieved within at least the next quarter 13
OTHER INFORMATION RELEVANT FOR THE ASSESSMENT OF THE COMPANY'S CONDITION 15
CONTACT DETAILS 16

‌SELECTED FINANCIAL DATA

in EUR thousand in EUR EUR

SELECTED FINANCIAL DATA

from 01.01.2025

Net income from sales of products, commodities, and materials	2,716	33,974	649	7,862
Operating profit (loss)	-14,086	13,537	-3,366	3,133
Gross profit (loss)	-15,255	17,541	-3,645	4,059
Net profit (loss)	-15,255	17,541	-3,645	4,059
Net cash flows from operating activities	-14,163	24,017	-3,384	5,558
Net cash flows from investing activities	-445	-8,643	-106	-2,000
Net cash flows from financing activities	-152	-14,428	-36	-3,339
Total net cash flows	-14,760	947	-3,527	219
	31/03/2025	31/12/2024	31/03/2025	31/12/2024
Total assets	143,483	159,472	34,294	37,321
Liabilities and provisions for liabilities	47,167	48,031	11,274	11,241
Long-term liabilities	8,942	8,898	2,137	2,082
Short-term liabilities	38,225	39,133	9,136	9,158
Equity	96,316	111,442	23,021	26,080
Share capital	1,616	1,616	386	378
Number of shares (in pcs)	16,162,326	16,162,326	16,162,326	16,162,326
Profit (loss) per ordinary share (in PLN/EUR)	-0.94	1.09	-0.23	0.25

to 31.03.2025

from 01.01.2024

to 31.03.2024

from 01.01.2025

to 31.03.2025

from 01.01.2024

to 31.03.2024

Selected balance-sheet items presented in EUR have been translated according to the average EUR exchange rate announced by the National Bank of Poland on 31 March 2025 (4.1839 PLN/EUR) and 31 December 2024 (4.2730 PLN/EUR).

Selected items of the income statement and cash flow statement have been converted into EUR at the exchange rate announced

by the National Bank of Poland and being the arithmetic average of the average exchange rates for the euro effective as at the last day of each ended month in the period of six months ended 31 March 2025 and the period of six months ended 31 March 2024 (respectively: 4.1848 PLN/EUR and 4.3211 PLN/EUR).

‌INFORMATION ON MABION S.A.

Introduction
Mabion S.A. Mabion S.A. (hereinafter: "Mabion" or "Company") 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. Currently, Mabion S.A. is entered on the Register of Entrepreneurs of the National Court Register kept by the District Court for Łódź Śródmieście in Łódź, 20th Commercial Department of the National Court Register under KRS number 0000340462. The Company was assigned tax identification number NIP 7752561383 and statistical identification number REGON 100343056.
The Company's registered office is located at ul. gen. Mariana Langiewicza 60 in Konstantynów Łódzki.
Mabion 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').
On 18 April 2023, the Management Board of Mabion S.A adopted the Company's Strategy for 2023-2027 ("2023-2027 Strategy"). In 2023-2024, the Company completed the first stage of its transformation from a product-based company into a CDMO. 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 have been successfully implemented. The sales team was expanded and reinforced, 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. With this, Mabion has completed its business and operational transformation and is entering a phase of dynamic growth as a CDMO providing an integrated spectrum of services across the field of development and manufacturing of protein-based biologics.
Accordingly, on 23 April 2025 (an event after the balance-sheet date), the Company's Management Board adopted a resolution on updating the existing strategy by adopting the Strategy of Mabion S.A. for 2025-2030 ('Strategy for 2025-2030').. 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 long-term investment plans, covering the period until 2030. The Mabion S.A. Strategy for 2025-2030 involves a plan for dynamic development based on the Company's experience to date, its growing presence on the CDMO market, the acquisition of new clients and contracts, and the maximum
utilisation of its existing manufacturing infrastructure. The Company anticipates further growth in the segment of innovative therapeutic formats (ADCs, BsAbs) and the expansion of relationships with small and medium-sized clients. With its planned activities and effective implementation, Mabion has real potential to become one of the leading players in the biological CDMO market in Central and Eastern Europe - an innovative, scalable, and profitable company.
Since 2010, the Company's shares have been listed on the Warsaw Stock Exchange.
COMPANY'S GOVERNING BODIES Management Board
As at 31 March 2025 and as the date of submitting this report, the composition of the Company's Management Board is as follows:
- Mr. Krzysztof Kaczmarczyk - President of the Management Board;
- Ms. Julita Balcerek - Member of the Management Board;
- Mr. Grzegorz Grabowicz - Member of the Management Board;
- Mr. Adam Pietruszkiewicz - Member of the Management Board.
  In Q1 2025 and until the date of this report, there were no changes in the composition of the Company's Management Board.
  The distribution of key areas/tasks and responsibilities within the Company at the Management Board level is as follows:
- 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.
  Supervisory Board
  As at 31 March 2025 and as the date of submitting this report, the composition of the Company's Supervisory Board is as follows:
  Table 1. Share capital structure
- Robert Koński - Chairman of the Supervisory Board, Independent Member;
- Józef Banach - Deputy Chairman of the Supervisory Board, (Independent Member);
- Mateusz Rosa-Gawałkiewicz - Independent Member of the Supervisory Board;
- Przemysław Mencel - Independent Member of the Supervisory Board;
- Wojciech Wośko - Member of the Supervisory Board.
  In Q1 2025 and until the date of this report, there were no changes in the composition of the Company's Supervisory Board.

Share capital structure

As at 31 March 2025 and as of the date of this report, the Company's share capital amounts to PLN 1,616,232.60 and is divided into 16,162,326 shares with a nominal value of PLN 0.10 each, including:

Number of shares	Type of shares	Kinds of shares	Series
450,000	registered	preference	A
450,000	registered	preference	B
450,000	registered	preference	C
450,000	ordinary	ordinary	D
100,000	registered	preference	E
100,000	registered	preference	F
20,000	registered	preference	G
2,980,000	ordinary	ordinary	H
1,900,000	ordinary	ordinary	I
2,600,000	ordinary	ordinary	J
790,000	ordinary	ordinary	K
510,000	ordinary	ordinary	L
360,000	ordinary	ordinary	M
340,000	ordinary	ordinary	N
300,000	ordinary	ordinary	O
1,920,772	ordinary	ordinary	P
11,000	ordinary	ordinary	S
2,430,554	ordinary	ordinary	U

Registered shares of A, B, C, E, F, and G series have the following preference: each of them entitles to two votes at the General Meeting. The total number of votes resulting from all issued shares of the Company is 17,732,326 votes.

In Q1 2025 and until the date of this report, there were no changes to the Company's share capital.

‌On 15 July 2024, the Company's Ordinary General Meeting adopted a resolution concerning the issuance, for the purpose of implementing the incentive scheme, of between 1 and 1,010,145 registered C series subscription warrants, with the pre-emptive rights of existing shareholders excluded. These warrants entitle their holders to take up V series shares and to a conditional increase of the Company's share capital by an amount not exceeding PLN 101,014.50 through the issue of no more than 1,010,145 V series ordinary bearer shares, each with a nominal value of PLN 0.10, with the pre-emptive rights of existing shareholders excluded, along with the corresponding amendment to the Company's Articles of Association. The right to take up subscription warrants will be granted to Members of the Management Board and to specific individuals who are not members of the Management Board, as designated by the Company's Supervisory Board, following the fulfilment of allocation criteria and under the terms and conditions set out in

the Rules of the Incentive Scheme. More detailed information on the Incentive Scheme for 2025-2029 is provided in section 2.5 of this report. In accordance with the resolution, the subscription warrants are issued free of charge, and each subscription warrant entitles the holder to take up one share at an issue price equal to the share's nominal value. Rights resulting from subscription warrants may be exercised until 15 July 2034. The conditional increase in the Company's share capital referred to above was registered in the National Court Register (KRS) on 3 December 2024.

Shareholding structure

To the best knowledge of the Management Board of the Company, as at the date of approval of this report, i.e. 27 May 2025, the following shareholders held at least 5% of votes in the total number of votes at the General Meeting of the Company.

‌Table 2. Shareholding structure

No. Shareholder	Number of shares	Number of votes	Participation in the share capital	Share in the total number of votes
1. Twiti Investments Limited*	2,117,982	2,712,282	13.10%	15.30%
2. Maciej Wieczorek through:**	1,717,485	2,210,335	10.63%	12.47%
Glatton Sp. z o.o.	1,097,135	1,097,135	6.79%	6.19%
Celon Pharma S.A.	620,350	1,113,200	3.84%	6.28%
3. Polfarmex S.A.	1,474,346	1,957,196	9.12%	11.04%
4. Other	10,852,513	10,852,513	67.15%	61.20%
Total	16,162,326	17,732,326	100%	100%

* according to information obtained from the shareholder on 12 May 2025 (so far, based on the Company's knowledge, the shareholder held 2,674,617 shares, representing 16.55% of the Company's share capital and carrying 3,268,917 votes, representing 18.43% of the total number of votes in the Company)

** Mr. Maciej Wieczorek holds 100% of the share capital of Glatton Sp. z o.o. and indirectly, through Glatton Sp. z o.o., 55.8% of the share capital of Celon Pharma S.A. and 65.4% of the total number of votes in Celon Pharma S.A.(based on the interim report of Celon Pharma S.A. for Q1 2025).

In the period from the date of the previous interim report, i.e. the annual report for 2024 published on 24 April 2025, to the date of this report, other than the change resulting from the acquisition of information on 12 May 2025 as to the shareholding of the shareholder Twiti Investments Limited, in the Company, and up to the date of publication there were no changes in the ownership structure of significant blocks of shares of the Issuer.

Number of shares held by managing and supervising persons
As at the date of submitting this report, i.e. 27 May 2025, Members of the Management Board of Mabion S.A hold the following quantities of Company's shares:
Table 3. Number of Company's shares held by managing and supervising persons
Management Board
Krzysztof Kaczmarczyk holds directly 7,140 shares of the Company with a nominal value of PLN 0.10 each, constituting 0.04% of the Company's share capital and entitling to 0.04% of votes at the General Meeting.
Julita Balcerek holds directly 3,423 shares of the Company with a nominal value of PLN 0.10 each, constituting 0.02% of the Company's share capital and entitling to 0.02% of votes at the General Meeting.
Grzegorz Grabowicz holds directly 700 shares of the Company with a nominal value of PLN 0.10 each, constituting 0.004% of the Company's share capital and entitling to 0.004% of votes at the General Meeting.
Adam Pietruszkiewicz holds directly 10,000 shares of the Company with a nominal value of PLN 0.10 each, constituting 0.06% of the Company's share capital and entitling to 0.06% of votes at the General Meeting.
As at the date of publication of this report, i.e. 27 May 2025, members of the Supervisory Board of Mabion. S.A. do not hold any shares in the Company.
Incentive Scheme for 2025-2029
On 15 July 2024, the Ordinary General Meeting of Mabion S.A. adopted a resolution on the introduction of an Incentive Scheme for persons of key importance to the Company. The Incentive Scheme is implemented over a period of up to 5 financial years,
i.e. for the financial years 2025-2029. The objective of the scheme is to ensure optimal conditions for the growth of the Company's financial results and long-term growth of the
Company's value through continuous association of the persons participating in the scheme with the Company and its objectives.
The Incentive Scheme is be implemented through the issuance and allocation to eligible individuals of no more than 1,010,145 C series registered subscription warrants, entitling their holders to take up up to 1,010,145 V series shares in the Company, issued under the conditional share capital increase. Over the entire duration of the scheme, up to 75% of the aforementioned subscription warrants may be allocated to Members of the Management Board, while the remaining quantity, of no less than 25%, to other eligible individuals. The subscription warrants are issued free of charge. Each subscription warrant will entitle to
‌take up 1 share at the issue price equal to its nominal value. The condition for taking up and exercising the rights arising from the subscription warrants by the eligible persons will be the confirmation that the financial criterion established in accordance with the resolution of the General Meeting has been met. The subscription warrants will be taken up by eligible individuals in the quantity specified in a resolution of the Supervisory Board, which will determine the final list of eligible participants and the maximum number of subscription warrants granted to each of these persons separately for each financial year of the Incentive Scheme.
With regard to the year 2025, in December 2024 the Supervisory Board established the financial criterion whose fulfilment is required in order to acquire and exercise the rights arising from the subscription warrants for the year 2025. In January 2025, the Supervisory Board adopted a resolution determining the preliminary list of individuals eligible to participate in the Incentive Scheme for 2025. According to this resolution, as at the date of its adoption, the allocation of C series subscription warrants for 2025 would apply exclusively to Members of the Management Board, with the allocation for 2025 comprising 113,640 C series subscription warrants, representing approximately
15% of the total pool of subscription warrants assigned to the Management Board under the entire Incentive Scheme for the period 2025-2029. In the same resolution, the Supervisory Board also set the preliminary list of individuals eligible to participate in the Incentive Scheme for 2025, stating that each Member of the Management Board may be allocated 28,410 C series subscription warrants, subject to fulfilment of the financial criterion established for 2025.
Members of the Supervisory Board of Mabion S.A. do not have any rights to Company's shares.
In the period from the date of the previous interim report, i.e. the interim report for Q1 2024 published on 24 April 2025, to the date of this report, there were no changes in the management and supervisory staff's holdings of shares and entitlements to shares in the Company.
Information on the capital group
Mabion S.A. has no subsidiaries and does not form a capital group.

‌BUSINESS ACTIVITIES OF MABION S.A. IN THE FIRST QUARTER OF 2025
1. Object of activity
  Mabion is an integrated biopharmaceutical service company. It has expertise in the development and manufacture of protein-based therapeutic products, including the development of protein production processes, analytics, technology transfer, validation, production scale-up, and the manufacture of drug substances and drug products. Mabion has long-standing experience in the development and generation of mammalian cell cultures and the characterisation of recombinant protein biopharmaceuticals, including monoclonal antibodies (mAbs) and vaccine antigens.
  In Q1 2025, the Company's highest sales income was generated as part of an agreement with a UK-based pharmaceutical company developing immunotherapeutic products. The Company continued work based on orders received in August 2024, covering tasks scheduled for completion in Q2 2025.
  In Q4 2024, the transfer of documentation and data provided by the client was completed, and the first test batch was produced, marking a significant milestone in the project. At the same time, work commenced on the transfer of analytical methods, which was finalised after the reporting date, in May 2025. During the reporting period, i.e. Q1 2025, the production of the engineering batch was carried out and completed. A full range of analytical tests was performed on this batch, covering both the drug substance (DS) and the drug product (DP). The test results confirmed compliance with the predefined acceptance criteria. Production of the GMP - (Good Manufacturing Practice) - compliant batch was also initiated and completed after the balance-sheet date. Analytical testing of this batch is currently ongoing, with full product release scheduled for the end of Q2 2025. Both processes - the engineering batch and the GMP batch - were executed as planned, in full accordance with quality standards and client's requirements.
  Immediately following the completion of the engineering and GMP batches, stability test were initiated. Stability testing for the drug substance (DS) will continue until Q2 2026, while testing for the drug product (DP) is expected to conclude in Q2 2027.
  In Q1 2025, the Company continued its activities under the CDMO service project for Novavax, Inc. (hereinafter: Novavax). The cooperation with Novavax is based on the Manufacturing Agreement entered into in 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. In 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.
  Until 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. Following this period, the Company has continued to provide services to Novavax, receiving remuneration for the work performed. However, the value of the services rendered is significantly lower compared to the remuneration previously received. The Manufacturing Agreement with Novavax remains in force until the end of 2026.
  In September 2024, Novavax expanded the scope of analytical work carried out by Mabion. As a result, in Q4 2024 the Company conducted the transfer, validation, and verification of selected analytical methods using current variants of the SARS-CoV-2 rS protein. In Q1 2025, the Company began routine analytical activities and stability testing for client samples. Under the expanded scope of work, the Company performs stability studies involving storage and analytical testing at appropriate time points. The assignment also includes routine GMP-standard analytics of Novavax's DS and DP samples, as well as supportive testing for the qualification of the reference standard. 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.
  In Q1 2025, the Company provided analytical services to Novavax in accordance with Statements of Work (SOWs) signed, presented in the table below.
  ‌Table 4. Additional orders implemented in Q1 2025 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 in progress. 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
  2 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 in progress. The task is implemented on a continuous basis, depending on the samples supplied for analysis
2. Description of significant achievements and failures of the Company in Q1 2025 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, deliver and install at the Company's registered office a device for automatic leakage control of products in glass vials, including optical assessment of the product and testing of the integrity of the packaging, in accordance with the specifications set out 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 Company's development strategy 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.
  Other activities completed in the reporting period
  In Q1 2025, the Company carried out the projects referred to in section 3.1 of this report and pursued activities aimed at implementing Mabion S.A.'s Strategy for 2023-2027, as well as preparing its update in the form of the Strategy for 2025-2030. The following key activities were implemented in the Company during Q1 2025:
  - completion of the development of process platforms with potential for implementation in clients' development projects;
  - commercial and technical negotiations and proposal submissions as part of building the Company's CDMO order portfolio, including participation in six international industry trade fairs, two of which as an exhibitor;
  - continuation of the intensive sales activities to acquire new contracts and the activities to position the Company as a fully integrated actor on the CDMO market, by expanding the Company's portfolio of competences and services;
  - update of Mabion's service offering based on market signals, feedback from the existing clients, organisational know-how, and available infrastructure and human resources, with the aim of aligning the offer with market expectations and enhancing its competitiveness;
  - ongoing intensive marketing efforts to increase brand recognition and awareness of Mabion's services, including webinars hosted on industry platforms, promotional campaigns on LinkedIn, and updates to the Company's website;
  - deployment of the computerised LIMS (Laboratory Information Management System), enabling the management of laboratory processes and data, supporting task automation, data integrity oversight, process improvement, and greater operational efficiency in the laboratory - aspects highly valued by CDMO clients;
  - ‌adaptation of the quality system and DP production area to enable manufacturing activities in accordance with FDA guidelines, including the implementation of the revised Annex 1 (Manufacture of Sterile Medicinal Products of 4 December 2024) to the Regulation of the Minister of Health on Good Manufacturing Practice1;
  - efforts to secure a partner interested in entering into a licensing agreement for MabionCD202.
3. Description of factors and events, including of unusual nature, having a significant impact on the condensed financial statements
  In Q1 2025, there were no factors or events, including those of an unusual nature, other than those indicated in the other sections of this report, which would have a significant impact on the Company's condensed financial statements.
4. Transactions with related parties
  In Q1 2025, the Company did not enter into transactions with related parties on terms other than arm's length.
5. Sureties and guarantees granted
  In Q1 2025, the Company did not provide any loan or borrowing sureties or guarantees in aggregate to any one entity or its subsidiary where the total value of the existing sureties or guarantees would be significant for the Company.
6. Proceedings pending before a court, an authority competent to conduct arbitration proceedings, or a public administration body
  In Q1 2025, no material proceedings concerning the Company's liabilities or receivables were pending before any court, arbitration authority, or public administration authority.
7. Position of the Management Board on the feasibility of previously published forecasts
  The Company has not published financial result forecasts for 2025.
8. Events after the balance-sheet date 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 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 Client 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 Client. 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 Customer 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, the Company entered into a strategic cooperation agreement with Sartorius Stedim Cellca GmbH with its registered office in Germany ('Sartorius') aimed at joint commercialisation
  1 https://dziennikustaw.gov.pl/DU/2024/181
  2 MabionCD20 monoclonal antibody - a product developed by the Company: a proposed biosimilar to the reference medicines MabThera/Rituxan® (Roche), whose efficacy and safety have been clinically demonstrated.
  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, 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.
  On 19 May 2025, the Company received information from the Ordering Party that the latter had concluded a co-financing agreement for the project. Thus, the Agreement for the provision of analytical method development services by the Company to the Ordering Party entered into force.
  The Company informed of the conclusion of the agreement and the fulfilment of the condition precedent in Current Reports no. 6/2025 of 17 April 2025 and no. 12/2025 of 19 May 2025.
  Mabion S.A. adopts its Strategy for 2025-2030 and updates its ESG Strategy for 2025-2027
  On 23 April 2025, 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 as well as on updating the ESG Strategy of Mabion S.A.
  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.
  2025 - commercialisation, accelerated expansion, acquisition of financing Further information on activities planned for the coming quarters can be found in section 3.9 of this report.
  2026-2028 - contract implementation and investing in the first stage of construction of the Mabion II facility. In this period, Mabion will focus on the effective implementation of the contracts in place and on signing new ones. Scale-up of operational teams and implementation of a continuous (24/7) work regime will be of key importance in this context, as will further automation and digitisation of warehouse, production, and development processes. The Company will gradually increase the share of higher-margin services, especially the manufacture of drug substances (DS) The largest investment project planned for 2026-2028 is the construction of Mabion II in Konstantynów Łódzki. The Company is modifying its plans for the construction of the facility, which, under the revised assumptions, will be built in stages, most likely using modular technology. Its infrastructure, covering an area of approx. 3,800 m² (compared to the previously planned approx. 20,000 m²), will enable parallel production of DSs for various biological products in full compliance with the requirements of the EMA (European Medicines Agency) and the FDA (US Food and Drug Administration). The modular technology preferred by the Company should allow the investment to be completed within approximately 35 months. The cost of the first construction stage of Mabion II is estimated currently at PLN 180-220 million. The completion of the first stage will double DS production capacity and enable the Company to serve multiple clients simultaneously.
  Further development after 2029 - business scale-up and return on investments. After 2029, following completion of the first stage of Mabion II, the Company will be able to fully commercialise DS production for the US market. This will enable Mabion to enter, with this range of services, one of the most profitable pharmaceutical markets and secure long-term contracts with global players. A further diversification of the client portfolio and an increase in the share of development and analytical services are planned.
  Ultimately, Mabion's objective is to arrive at a stable, high-margin business model based on a diversified portfolio of contracts and clients and full utilisation of the Company's manufacturing infrastructure.
  Financial outlook for 2025-2030
  In line with its current strategy, in 2025-2030 Mabion expects dynamic growth in the scale of its business and improved profitability resulting from the effective implementation of specific business objectives aimed at maximising the production capacity of the existing facility and from the commencement of the planned investment in the first stage of the Mabion II facility.
  For 2025, the Management Board of the Company aims to increase sales income compared to 2024, mainly due to the expected conversion of established business relationships into
  contracts. In the following years, 2026-2028, the annual income potential of Mabion is estimated at PLN 150-350 million, with an EBITDA margin not exceeding 35%, assuming the facility's capacity utilisation at 80-85%. Upon completion of the first stage of Mabion II, i.e. in 2029, the Management Board estimates that the Company's income potential will increase to over PLN 500 million per annum, with an EBITDA margin exceeding 35%. According to the adopted Strategy for 2025-2030, the total necessary capital expenditure was estimated at PLN 10-15 million in 2025 and PLN 250-300 million in the period of 2026-2028 (of which
  PLN 180-220 million is allocated to the first stage of Mabion II). Maintenance costs from 2029 onwards should amount to 5-10% of the estimated sales income.
  Based on financial forecasts for 2025-2030, the Management Board estimated a capital gap of PLN 50-70 million for 2025-2026, which must be covered in order to effectively implement the Company's development strategy as planned. The measures that the Management Board will implement to close the capital gap include the acquisition of debt financing (a preferred option), the acquisition of an industry or financial investor, an issue of the Company's shares, or a combination of some or all of these financing options.
  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 Strategy adopted by Mabion S.A. for 2025-2030 is presented in the Company's annual report for 2024, published on 24 April 2025. A presentation of Mabion S.A.'s Strategy for 2025-2030 and an update of the ESG Strategy for 2025-2027 is also available on the Company's website at: https://www.mabion.eu.
  The Company informed about the adoption of the Strategy for 2025-2030 in Current Report no. 7/2025 of 23 April 2025.
  In line with the assumptions of the Strategy for 2025-2030, and with a view to securing the Company's continued development, the process of obtaining debt financing as well as attracting a financial or industry investor was initiated after the balance-sheet date.
  Ordinary General Meeting of Mabion S.A.
  On 26 May 2025, the Ordinary General Meeting of Mabion S.A. was held, during which resolutions were adopted concerning, among other matters:
  - the approval of the Company's financial statements for the financial year 2024 and the Directors' Report on the Company's operations for the financial year 2024, as well as the approval of the Supervisory Board's report for 2024,
  - ‌the positive opinion on the remuneration report concerning the Management Board Members and Supervisory Board Members of Mabion S.A. for 2024,
  - the granting of a vote of discharge to all Members of the Management Board and the Supervisory Board of the Company for the performance of their duties in the financial year 2024,
  - the coverage of the loss for the financial year 2024, whereby the Company's net loss for the financial year 2024, amounting to PLN 6,334,493.25, will be covered with future retained earnings, in accordance with applicable regulations,
  - the amendment of § 22(1)(b) of the Company's Articles of Association with respect to the Supervisory Board's authority to appoint the audit firm responsible for the audit and review of the Company's financial statements, the provision of assurance services regarding the remuneration report, and assurance over sustainability reporting.
  The above-mentioned amendment to the Company's Articles of Association will become effective upon its registration with the National Court Register. As at the date of publication of this report, the amendment has not yet been registered with the National Court Register.
  The Company announced the resolutions adopted by the Ordinary General Meeting of Mabion S.A. in Current Report no. 13/2025 of 26 May 2025.
9. Factors to affect the results to be achieved within at least the next quarter
  The main factors to affect the Company's performance in the coming quarters are:
  - the implementation of newly acquired contracts for international clients;
  - the potential to acquire new clients in the CDMO area for manufacturing, development, and analytical services;
  - the potential to expand cooperation with existing clients in the area of ongoing analytical work and the addition of further items from Mabion's portfolio;
  - the ability to secure financing to continue operations in the event of an absence of services to be provided under new contracts with current or new clients;
  - the implementation of the analytical service agreement commissioned by Novavax, as well as the execution of additional orders under this agreement and timely payments from the counterparty;
  - any future potential changes to the terms of the contract with Novavax;
  - the decision of the National Centre for Research and Development (NCBR) regarding the acceptance of the implementation report for the project titled 'Development and scaling of the innovative process for manufacturing the therapeutic recombined monoclonal antibody to enable the industrial implementation of the first Polish biotechnological medicine for oncological and autoimmune therapies';
  - changes in remuneration costs and general administration costs of the Company;
  - exchange differences resulting from changes in foreign currency exchange rates;
  - inflation and interest rates affecting the level of generated costs.
    Implementation of the Strategy for 2025-2030 - commercialization, acceleration of expansion, securing financing
    The Strategy of Mabion S.A. for 2025-2030, adopted on 23 April 2025 (an event after the balance-sheet date), assumes that the year 2025 will be pivotal for converting existing client relationships into contracts. As of the date of publication of this report, the total value of all actively negotiated offers with potential clients, adjusted for the probability of successful contract execution, amounts to USD 48 million. The Company will target its offering mainly at small and medium-sized bio-tech businesses, while competing on the market primarily for projects worth PLN 10-30 million, with flexible terms of cooperation and a fast implementation path, while leveraging its cost advantage over other CDMOs. Business development activities will be intensified, which is expected to result in a significant increase in the number of agreements executed (it is planned that in 2025, between 5 and 10 contracts will be signed).
    In parallel, the Company intends to establish further strategic partnerships (such as the first partnership entered into on 13 April this year with Sartorius Stedim Cellca GmbH) with other industry entities with proven experience in specific areas of contract services for biological products, and competencies complementary to those of Mabion, including in the field of formulation development, linker production and conjugation (ADC) processes, packaging or sterilisation. Such business alliances will enable Mabion to offer a wider range of services, maximise the use of its facility's production capacity and stay focused on the most profitable services.
    For 2025, the Management Board of the Company aims to increase sales income compared to 2024, mainly due to the expected conversion of established business relationships into contracts. According to the adopted Strategy for 2025-2030, the total necessary capital expenditure to be incurred in 2025 was estimated at PLN 10-15 million. Based on financial forecasts for 2025-2030, the Management Board estimated a capital gap of PLN 50-70 million for 2025-2026, which must be covered in order to effectively implement the Company's development strategy as planned. In parallel, after analysing financing options (debt, equity or
    mezzanine financing from investors or local or international financial institutions), the Company took actions aimed at developing an optimal financing structure, which would come from the following sources (alternatively or through joint implementation):
    1. Debt financing, mainly from Private Debt funds;
    2. Raising capital through a share issuance;
    3. Acquisition of a strategic or financial investor to recapitalise the Company.
    The preferred and currently implemented scenario is obtaining debt financing from Private Debt funds, which, in the opinion of the Management Board, would constitute the most optimal source of medium-term financing. The Management Board is actively undertaking steps to obtain such debt financing.
    Simultaneously, the Management Board is reviewing the potential for increasing capital through a share issuance, which, due to the high cost of capital, is considered a less preferred source of funding the estimated capital needs. The acquisition of a strategic or financial investor who could substantially recapitalise the Company is one of three scenarios that the Company has initiated in connection with the announcement of the updated Strategy for 2025-2030. Should the actions undertaken by the Management Board to secure sales contracts or obtain external financing prove insufficient, the Company, as of the date of publication of this report, holds support letters from key shareholders (Twiti Investments Limited, Glatton Sp. z o. o., Polfarmex S.A.). These letters express their willingness and ability to continue financially supporting the Company's operational activities over at least the next 13 months from the date of signing financial statements for 2024, in the event the Company's financial situation requires it. According to the Management Board, these letters constitute a significant guarantee and ensure the continued financing of the Company during the implementation of the CDMO strategy.
    Despite the intensive market activities, the Management Board is aware of the 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 four-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. The Company's liquidity and going concern assumptions are described in Note 3 to the financial statements.
    Factors associated with the situation in Ukraine
    On 24 February 2022, Russia invaded Ukraine. At the time of drafting this report, the armed conflict in Ukraine, a country neighbouring Poland, is still continuing. The international community has imposed heavy sanctions on Russia, targeting specific entities and economic sectors. As at the date of this report, the sanctions and the armed conflict have not had a direct impact on the Company's business and therefore, having analysed the impact of the Russian invasion to date and its current and future possible effects for the Company, the Management Board is of the opinion that the invasion and its effects do not affect the measurement and classification of assets and liabilities in the financial statements as at 31 March 2025.
    However, volatile exchange rates, interest rates, the potential for economic growth, the impact of higher immigration and the possibility of the proliferation of conflict, have increased the uncertainty of the environment in which the Company operates. The current economic situation in the East has caused the Company to closely monitor the regulations introduced by the Polish Government, the governments of other EU countries, and the United States. A protracted conflict may result in a further increase in prices of, for example, energy, restrictions on free trade, or other business restrictions, including disruptions in the supply chain for goods and services. All the above mentioned phenomena may have a direct impact on the financial situation of the Company in the future.
‌OTHER INFORMATION RELEVANT FOR THE ASSESSMENT OF THE COMPANY'S CONDITION
As of the date of this report, there is no information other than that presented in this report and below which would be relevant for the assessment of the staff, property, financial condition, financial result and changes thereof, as well as information that is relevant for the assessment of the possibility of Mabion S.A. fulfilling its obligations.
At the end of April 2025 (an event after the balance-sheet date), in line with the adopted Strategy for 2025-2030, the Company initiated formal procedures aimed at completing GLP (Good Laboratory Practice) certification for the laboratories of its Research and Development Centre in Łódź. The decision to discontinue the certification is driven by alignment with the Company's current offering (withdrawal from providing preclinical and clinical analytical services). According to the application submitted by Mabion S.A., the unit was delisted as a certified research unit on 8 May 2025. The Company's unit in Łódź will continue to carry out research and development activities not subject to GLP certification.
On 11 May 2025 (an event after the balance-sheet date), the sustainability period of the Project entitled 'Development and scaling of the innovative process for manufacturing the therapeutic recombined monoclonal antibody to enable the industrial implementation of the first Polish biotechnological medicine for oncological and autoimmune therapies' came to an end, and the Company began preparations to draw up the related implementation report. The aim of the Project was to carry out development work
enabling the industrial-scale production of a biotechnological drug, MabionCD20 (a biosimilar to the MabThera). The Company achieved the objectives, as well as the substantive and qualitative assumptions of the co-financing application, by completing all development work outlined in the application. By the end of this period, the Company was also required to achieve the defined performance indicator, namely, to grant a licence (on market terms) for the use of its rights to the results of R&D work in the business activity of another entity - a licence for the commercial manufacturing of MabionCD20 - and to generate income on that basis. The Company undertook active efforts to find and acquire a licensee; however, it was unable to secure one within the Project sustainability period. Additionally, in 2024, the employment indicator was achieved at a level lower than assumed in the Project (this is one of the result indicators the Company was obliged to maintain during the sustainability period). After submitting the implementation report, the Company will await a decision from the NCBR regarding the acceptance of the Company's justification for the circumstances that affected the fulfilment of the Project's conditions. If the NCBR does not accept the implementation report, the Company may be required to reimburse part or all of the received funding along with applicable interest. Any decisions regarding the repayment of funding due to partial or complete failure to achieve the result indicators are considered by the NCBR on a case-by-case basis, taking into account the measures taken by the beneficiary to mitigate the identified and reported risks.
‌CONTACT DETAILS

Company name: Mabion Spółka Akcyjna

Registered office: Konstantynów Łódzki

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

Telecommunications numbers: phone +48 42 207 78 90 E-mail address: info@mabion.eu

Website: https://www.mabion.eu

Management Board of the Company This Other information to the quarterly report of Mabion S.A. has been approved for publication by the Management Board of the Company. 27 May 2025. Krzysztof Kaczmarczyk

President of the Management Board

Julita Balcerek Grzegorz Grabowicz Adam Pietruszkiewicz

Member of the Management Board Member of the Management Board Member of the Management Board

Konstantynów Łódzki, 27 May 2025

SCIENTIFIC AND INDUSTRIAL COMPLEX OF MEDICAL BIOTECHNOLOGY

Gen. Mariana Langiewicza 60 95-050 Konstantynów Łódzki Poland

Phones:

Reception: +48 42 207 78 90

Pharmacovigilance: +48 506 809 249

RESEARCH AND DEVELOPMENT CENTER

FOR BIOTECHNOLOGICAL MEDICINAL PRODUCTS

Fabryczna 17

90-344 Łódź Poland

Phone:

+48 42 290 82 10

https://www.mabion.eu