Current report 20/2021– Registration of amendments to the Company’s Articles of Association

Current reports April, 12 2021

Legal basis: Article 56 subs. 1 point 2 of the Act on Public Offering - current and periodical information

Management Board of Celon Pharma S.A. (The “Company”, “Issuer”) informs that on April 12, 2021 the Regional Court for the capital city of Warsaw in Warsaw,  14th Economic Division of the National Court Register, registered amendments to the Company’s Articles of Association introduced by way of a resolution adopted by the Company’s Extraordinary General Meeting on February16, 2021:

- No. 4/2021 on the adoption of a resolution on amending the Company's Articles of Association and authorising the Company's Management Board to increase the share capital within the authorized capital, with the possibility for the Management Board to exclude the pre-emptive rights to subscribe shares issued within the authorized capital, in whole or in part, with the consent of the Supervisory Board.

- No. 5/2021 on changing the Company's scope of activity and amending the Company’s Articles of Association;

- No. 7/2021 - on the issue (for the purpose of implementing Incentive Programs for Members of the Management Board and other people of key significance to the Company, of A-series subscription warrants, with the exclusion of pre-emptive rights of the existing shareholders, entitling the subscription of C-series shares and conditional increase of the share capital by way of issuing C-series shares and to increase the share capital by way of issuing the C-series shares with the exclusion of the existing shareholders' pre-emptive rights, and the relevant amendments to the Company’s Articles of Association.

List of amendments to the Company’s Articles of Association:

The following activity has been added to the Company's current scope of activity in § 6 subs. 1 of the Company’s Articles of Association: “86.90.E Other healthcare activity, not elsewhere classified”, and therefore § 6 subs. 1 of the Company’s Articles of Association reads as follows:

§ 6.

subs. 1. The Company's scope of activity is as follows:

1) Manufacture of medicines and other pharmaceutical products (PKD 21.20.Z),

2) Research and development on biotechnology (PKD 72.11.Z),

3) Other research and development on natural sciences and engineering (PKD 72.19),

4) Manufacture of other chemical products not elsewhere classified (PKD 20.59.Z),

5) Manufacture of basic pharmaceutical substances (PKD 21.10.Z),

6) Wholesale of perfume and cosmetics (PKD 46.45.Z),

7) Wholesale of pharmaceutical and medical goods (PKD 46.46.Z),

8) Wholesale of chemical products (PKD 46.75.Z),

9) Non-specialized wholesale trade (PKD 46.9),

10) Retail sale in non-specialized stores (PKD 47.1),11) Retail sale of pharmaceutical goods in specialized stores (PKD 47.73),

12) Retail sale of medical and orthopaedic goods in specialized stores (PKD 47.74),

13) Retail sale of cosmetics and toiletries in specialized stores (PKD 47.75),

14) Other information technology and computer service activities (PKD 62.09.Z),

15) Accounting, bookkeeping and auditing activities; tax consultancy (PKD 69.20),

16) Management consultancy (PKD 70.2),

17) Business and other management consultancy activities (PKD 70.22.Z),

18) Technical testing and analysis (PKD 71.20),

19) Advertising (PKD 73.1),

20) Market research and public opinion polling (PKD 73.2),

21) Specialized design activities (PKD 74.1),

22) Other professional, scientific and technical activities not elsewhere classified (PKD 74.9),

23) Out-of-school forms of education, not elsewhere classified (85.59),

24) Other personal service activities. Not elsewhere classified (PKD 96.09),

25) Sale of cars and light motor vehicles (PKD 45.11.Z),

26) Other credit granting (PKD 64.92.Z),

27) Other financial service activities, except insurance and pension funding not elsewhere classified (PKD 64.99.Z),

28) Other human health activities not elsewhere classified (PKD 86.90.E).”

§ 8a was added to the Company's Articles of Association; it read as follows:

"§ 8a

subs. 1. The Company’s share capital was conditionally increased by no more than PLN 200,000 (in words: two hundred thousand zloty), by way of the issue of no more than 2.000,000 (in words: two million) C-series common shares with the nominal value of PLN 0.10 (in words: ten groszy) each, and total nominal value of PLN 200,000 (in words: two hundred thousand zloty), in order to grant C-series share subscription rights to the owners of the A-series Subscription Warrants, participating in the Incentive Programs, issued based on the resolution No. 7/2021 adopted by the Company’s Extraordinary General Meeting on February 16, 2021, under the conditions specified by the Supervisory Board in the Incentive Program Regulations.

subs. 2. Owners of the A-series Subscription Warrants shall be authorized to subscribe C-series shares.

subs. 3. The C-series share subscription right may be executed by February 16, 2031.

§ 8b was added to the Company's Articles of Association; it reads as follows:

Ҥ 8b

subs. 1. The Company’s Management Board shall be authorized to increase the Company’s share capital by issuing bearer common shares in a number not larger than 15,000,000 (in words: fifteen million), of a total nominal value of no more than PLN 1,500,000 (one million five hundred thousand) (the authorized capital) (“Newly issued shares”).

subs. 2. Within the authorized capital, based on the present authorisation, the Management Board is authorized to increase the share capital, either on a single occasion or several times. The authorisation of the Management Board to increase the share capital within the authorized capital expires three years after the amendments to the Company’s Articles of Association, introduced by way of resolution No. 4/2021 adopted by the Company’s General Meeting on February 16, 2021 are registered by the competent registry court.

subs. 3. Within the authorized capital, the Management Board may transfer Newly issued shares exclusively in exchange for monetary contributions.

subs. 4. With every increase of the Company’s share capital within the authorized capital, the Management Board may exclude the shareholders' pre-emptive rights, in whole or in part, with the consent of the Supervisory Board, in the form of a resolution, if it is in the interest of the Company.

subs. 5. The Management Board shall be authorized to make decisions regarding any increase in the share capital, within the authorized capital, in particular the Management Board shall be authorized to:

a) specify the number of the Newly issued shares issued within every increase in the share capital within the limits of the authorized capital.

b) establish the issue price for the Newly issued shares and to specify the date (dates) when the Newly issued shares shall participate in dividends,

c) establish detailed rules, deadlines and conditions for the issuing of the Newly issued shares and for the manner of proposing the subscription of the Newly issued shares, issued in a public offer, requiring the preparation of a prospectus, in light of the EU Regulation 2017/1129 or a public offer, exempt from the obligation to prepare a prospectus, referred to in Article1 paragraph 4 of the EU Regulation 2017/1129,

d) conclude underwriting guarantee contracts or other contracts securing the safety of the issue of the Newly issued shares,

e) take any measures necessary to dematerialize the Newly issued shares and to register the Newly issued shares in KDPW (Central Securities Depository of Poland), including the conclusion of contracts with Krajowy Depozyt Papierów Wartościowych S.A., regarding the registration of the Newly issued shares; take any measures concerning the applications for admission and placing on regulated markets, including the conclusion of contracts with Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange).

f) establish detailed conditions of the subscription and allocation of the Newly issued shares, including the date of opening and closure of the subscription of Newly issued shares and establishing the rules of the subscription and allocation of Newly issued shares. However, if the Management Board, with prior consent of the Supervisory Board, decides to exclude the shareholders' pre-emptive rights to newly issued shares:

(i) The Company’s Management Board shall be obligated to grant the Company’s shareholders who, as of the I end of the day specified in the resolution of the Management Board (“Preferred Day”) hold the Company’s shares of a total nominal value of no less than 1% (one percent) of the Company’s share capital (this applies to both individual shareholders and groups of shareholders, whose assets are managed by a single institution) (together as “Authorized Investors”), who shall place their subscription for the Newly issued shares, at a price not lower than the issue price of the Newly issued shares, established by the Management Board, and, in the process of subscribing the Newly issued shares, shall present the information concerning the number of Company’s shares, as of the end of the Preferred Day, the pre-emptive right to subscribe to the Newly issued shares before other investors, in a number not lower than a number of shares that , after the issue of the Newly issued shares, will allow the Authorized Investor to maintain their share in the Company’s share capital, not lower than their share in the Company’s share capital, that the Authorized Investor owned as of the end of the Preferred Day;

(ii) The Company’s Management Board shall be entitled to allocate the remaining Newly issued shares at its own discretion, among others, to the Authorized Investors.

6. The Management Board does not require consent from the Supervisory Board to determine the number of shares issued with every increase in the share capital within the limits of the authorized capital nor to determine the issue price of the Newly issued shares.

7. The Management Board’s resolution adopted within the authorisation provided for in the Articles of Association shall replace the resolution adopted by the Company’s General Meeting of Shareholders concerning the increase in the share capital.

8. The Management Board's authorisation to increase the share capital within the limits of the authorized capital does not violate the authorisation of the General Meeting of Shareholders to increase the share capital in a regular manner, during the period of the Management Board exercising that authorisation.”

The Issuer is enclosing the consolidated text of the Company’s Articles of Association, including the above-mentioned amendments.