Prospectus

Please carefully review the following important information concerning the assumptions regarding access to this website and using the materials and information posted thereon. The laws of certain jurisdictions outside the Republic of Poland may restrict access to the information posted on this website. Please note that the following information may be subject to change or to an update. Consequently, it must be reviewed prior to each and every access to the materials posted on this website.

It is assumed that by selecting “CONTINUE” you represent that you have reviewed the following important information and that you understand and are fully aware of the meaning thereof.

THE INFORMATION TO WHICH THIS GATEPOST GIVES ACCESS IS EXCLUSIVELY INTENDED FOR PERSONS WHO ARE NOT RESIDENTS OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA AND WHO ARE NOT PHYSICALLY PRESENT IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. THIS INFORMATION DOES NOT CONSTITUTE AN OFFER, OR AN INVITATION TO PURCHASE, SECURITIES OF CELON PHARMA S.A. (THE “COMPANY”) IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR INVITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. POTENTIAL USERS OF THIS INFORMATION ARE REQUESTED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

The Company’s securities cannot be offered or sold in the United States without registration under the US Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from such registration. The Company has not registered, and does not intend to register, any of its securities under the Securities Act or to conduct a public offering of securities in the United States. The public offer of the Company’s securities is conducted exclusively in Poland.

In the United Kingdom and any member state of the European Economic Area, other than Poland, where the provisions of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) are applicable, the information contained on this website is directed at and intended only for qualified investors in the United Kingdom or the relevant member state, within the meaning of Article 2(e) of the Prospectus Regulation, including as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

Except for the prospectus of the Company (the “Prospectus”), the information which relates to the securities of the Company constitutes only an advertisement. In no event does such information constitute a prospectus or any other offering document within the meaning of the provisions of generally applicable laws, including the provisions of the Prospectus Regulation.

This material does not constitute an investment recommendation within the meaning of the Market Abuse Regulation (Regulation (EU) 596/2014) and of the Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest, nor does it purport to give legal, tax or financial advice.

The public offering of the Company’s securities within the territory of Poland (the “Offering”) is conducted based on the Prospectus which was published following the approval thereof by the Financial Supervision Commission (Komisja Nadzoru Finansowego) on July 1, 2021 and which is the only legally binding offering document containing information about the Company and the Company’s securities being offered, as well as on admitting and introducing them to trading on a regulated market organised by the Warsaw Stock Exchange (the “WSE”). The Prospectus is available on this website. Subscriptions for the shares in the Company within the Offering should be made exclusively on the basis of the information included in the Prospectus. The approval of the Prospectus should not be understood as an endorsement of the shares in the Company that are being offered within the Offering or are subject to the seeking of the admission to trading on the regulated market operated by the WSE.

TO THE EXTENT THAT THE OFFERING IS ADDRESSED TO RETAIL INVESTORS, IT WILL BE DIRECTED EXCLUSIVELY TO RETAIL INVESTORS THAT HAVE THEIR REGISTERED SEAT OR PLACE OF RESIDENCE IN COUNTRIES THAT ARE MEMBERS OF THE EUROPEAN ECONOMIC AREA.

Neither the Prospectus nor the Company’s securities covered thereby have been or will be subject to registration, approval or notification in any country other than the Republic of Poland, specifically in accordance with the Prospectus Regulation or the U.S. Securities Act and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of member states of the European Union or the United States of America) unless in any relevant state such offer or sale could be made lawfully without the Company, the selling shareholders or their advisors having to comply with any additional legal requirements. Any investor that resides in or has its registered office outside the Republic of Poland should review the relevant regulations of Polish law as well as the regulations of other countries that may apply thereto in connection with their participation in the public offering of the Company’s securities conducted within the territory of Poland.

Risk is an inherent part of each and every investment in securities. Each investment decision involves the need to assess the risk in the context of the expected and actual outcome of an investment in securities. Investing in shares creates the risk of loss of all or a part of the invested funds and even the need to incur additional costs. Prior to making an investment decision, potential investors should review all of the information that will be included in the Prospectus.

It is assumed, that by selecting “CONTINUE” you warrant that you are not located in the United States, Australia, Canada, Japan or South Africa and you agree that you will not transmit or otherwise send any information contained on this website to any person in the United States, Australia, Canada, Japan or South Africa or to publications with a general circulation in the United States, Australia, Canada, Japan or South Africa.

It is also assumed that by selecting “CONTINUE” you also confirm that you are:

• resident or physically present in Poland; or

• resident or physically present in the United Kingdom or any of the Member States of the European Economic Area (other than Poland) where the provisions of the Prospectus Regulation are applicable and are a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation; or

• not resident or physically present outside the United States, the European Economic Area and the United Kingdom and are permitted under all applicable securities laws and other regulations of your jurisdiction to view these materials without the need to satisfy any additional legal requirements.