Current report No. 44/2021 – Adoption of Regulations and implementation of Incentive Programs for Members of the Management Board and other persons of key importance to the Company

Date prepared: October 15, 2021, time: 4:55 p.m.

Abbreviated name of the issuer: CELON PHARMA S.A.

Subject: Adoption of Regulations and implementation of Incentive Programs for Members of the Management Board and other persons of key importance to the Company

Legal basis: Article 17 section 1 of the Market Abuse Regulation (MAR) – inside information.

Content of the report:

The Management Board of Celon Pharma S.A. The “Company” hereby informs that on October 15, 2021 the Supervisory Board and the Management Board of the Company adopted resolutions on the adoption of Regulations of Incentive Programs directed at Members of the Management Board and the Company’s Officers, respectively, and that the implementation of the aforementioned Incentive Programs has already commenced.

The Regulations have been adopted on the basis of an authorisation granted to the Supervisory Board and the Management Board of the Company by the Extraordinary General Meeting of Celon Pharma S.A. by way of Resolution No. 6 of February 16, 2021.

The Incentive Programs are to cover the financial years 2021 – 2030 and will be implemented through the issuance and allocation of up to 2,000,000 A series registered subscription warrants entitling the eligible persons to subscribe for of up to 2,000,000 shares in the Company, separately issued under the conditional increase of the share capital with the exclusion of the Company’s existing shareholders’ pre-emptive rights.
The total number of A series Subscription Warrants offered in a given financial year under the Incentive Programs shall not exceed 200,000, provided that in particularly justified situations, the Supervisory Board may decide to increase that number, however in no case to more than 400,000 A Series Subscription Warrants.

The aforementioned Regulations are attached to this current report.

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