Jarosław Walczak – Member of the Board
He graduated from the Faculty of Biotechnology and Food Sciences at the Lodz University of Technology and completed his post-graduate studies at the Poznan University of Economics. Between 1993 and 2003, he was associated with Polfarmex. He is also the President of the Board at Biofana SA. He works on developing the registration documents for medicinal products (product composition, manufacturing technology, quality requirements and research methods) and clinical trials, including the bioequivalence trials.
Sławomir Jaros, PhD, Eng – Member of the Board
He graduated from the Warsaw University of Life Sciences with a major in biotechnology. He obtained his PhD in biology at the Polish Academy of Sciences in Warsaw. He completed the Polish-American Executive MBA Studies conducted jointly by the University of Maryland and the University of Lodz.
He engaged in many biotech projects – including the creation of recombinant proteins and vaccines. Sławomir Jaros has been associated with Mabion since late 2007 and his responsibilities include the development of technology and Mabion products.
In 2015, Sławomir Jaros was chosen as one of the 10 best among the youngest members of management boards in big companies listed at the Warsaw Stock Exchange.
Grzegorz Grabowicz – Member of the Board
Mr. Grzegorz Grabowicz graduated from the University of Lodz, at The Department of Management and Marketing, on the Accounting specialization, obtaining a Master's Degree in Management and Marketing. He completed the program organized by Nottingham Trent University and WSB at the Poznań University and he gained the title of EMBA (Executive Master of Business Administration in 2010). Mr. Grzegorz Grabowicz possesses full powers of the Statutory Auditor additionally.
Mr. Grzegorz Grabowicz gained his background and experience in management, working in Deloitte, Magellan S.A. and MEDFinance S.A. He was also a member of the Supervisory Board of Skarbiec Holding S.A. He is a member of the Supervisory Boards of Develia S.A. and X-Trade Brokers Dom Maklerski S.A.
The Supervisory Board of Mabion S.A.:
- Maciej Wieczorek, Ph.D. – Chairman of the Supervisory Board
He earned his PhD in Medical Science at the Medical University of Łódź. He also graduated from the WEMBA Executive MBA programme at the Warsaw School of Economics and the University of Minnesota. He was the Managing Director and the Vice-President of the Board of Adamed Sp. z o.o. while at the same time being responsible for strategy, research and development and ongoing operations. From 2007 to 2016 he was the President of Mabion S.A. and currently he is the President of the Board of Celon Pharma S.A.
- Józef Banach – Deputy Chairman of the Supervisory Board, Independent Member of the Supervisory Board
A graduate of the Law Faculty of the Jagiellonian University in Krakow. Legal Counsel. Managing Partner at InCorpore Banach Szczypiński Partners and Chairman of the Supervisory Board of the Zarząd PKiN company. He started his career at the Ministry of Finance, and then worked for several years at the PricewaterhouseCoopers sp. z.o.o., most recently as a leader of the Proceedings and International Tax Law team. Member of a number of supervisory boards of capital companies, including Chairman of the Supervisory Board of Poczta Polska SA and PHN SA. A long-time expert of the Tax Council at the PKPP Lewiatan, and inter alias the deputy of the head of the Tax Council. Author of numerous publications in the field of law, including the commentary "Polish agreements on avoiding double taxation" CH Beck. Multiple representative of the parties in proceedings before administrative authorities and administrative and general courts ending with client's success. He meets the independence criteria referred to in principle II.Z.4 of the document "Best Practices of Companies Listed on the WSE 2016".
- Associate professor Tadeusz Pietrucha, MD, PhD (habilitation) – Independent Member of the Supervisory Board
A graduate of the University of Lodz; he obtained his MD, PhD habiliation title at the Medical University of Lodz. He heads the Department of Medicinal Biotechnology at the Medical University of Lodz. He conducted research on biochemical and molecular determinants of cardiovascular diseases. He specialises in the commercialisation of biotechnology research and development projects and he is a co-founder of 7 innovative start-ups. He is also the CEO of Bio-Tech Consulting and the Centre for Personalized Medicine CODE. He meets the independence criteria referred to in principle II.Z.4 of the document "Best Practices of Companies Listed on the WSE 2016".
- Jacek Nowak – Member of the Supervisory Board, Member of the Audit Committee
He graduated from the Accounting and Financial Management at the University of Lodz. He also completed post-graduate studies at the French Institute of Management in Warsaw and post-graduate studies in Pharmacoeconomics, Marketing and Pharmaceutical Law in the Management School of the the Warsaw University of Technology. He has been associated with Polfarmex since 2001 and has worked as a financial director at Biofana since 2005.
- David John James – Independent Member of the Supervisory Board, Chairman of the Audit Committee
David James graduated from the University of Cambridge and qualified as a Chartered Accountant with the ICAEW, the Institute of Chartered Accountants in England and Wales, and on moving to Poland in 1991, qualified as a Polish licensed auditor with KIBR (now PIBR). Currently he is International Liaison Partner at Grupa Strategia, a multidisciplinary audit and consulting Group. He has 28 years’ experience in audit and internal control. David James has been a Board Member in many companies and advisor in the field of initiating business activities in the Central and Eastern European region for nearly 50 companies. He has been the partner responsible for audit of financial statements of more than 100 companies and enterprise groups operating within different sectors, both companies listed on the Warsaw Stock Exchange and private equity funds as well as family businesses. He has performed more than 80 due diligence analyses, conducted forensic audits and provided consulting services in the field of internal audit for many clients. He has worked in Poland, Great Britain, Germany, the Czech Republic, Slovakia and Russia. He is fluent in eight languages and can read twelve more. For four years David James was mentor of around 100 teams of young entrepreneurs participating in the Cambridge Python Project. Within this project, organised and supported by the British Embassy in Poland and the University of Cambridge, he trained students from all over the country in the field of developing modern business plans and budgeting. He is also the author of an innovative method of foreign language learning. He is the inventor of a noted method of learning used currently by thousands of people around the world. He meets the independence criteria referred to in principle II.Z.4 of the document "Best Practices of Companies Listed on the WSE 2016".
- Robert Koński – Independent Member of the Supervisory Board
Graduate of the John F. Kennedy School of Government (MPA), Harvard University and Tufts University (BA) in the United States. Since December 2013 President and CEO of Rathdowney Resources. In recent years he worked, among others, for PGE Polska Grupa Energetyczna SA, Kulczyk Holding S.A., Euronet Worldwide, Inc. and Horton International. Between years 1990 and 1995, he was a member of the advisory team of the Minister of Finance (from Leszek Balcerowicz to Grzegorz Kołodka) in the process of transformation and restructuring the Polish financial services sector. He was also a member of the negotiating team with the London Club. Currently he is a member of the Supervisory Board of KRUK S.A. He meets the independence criteria referred to in principle II.Z.4 of the document "Best Practices of Companies Listed on the WSE 2016".
- Krzysztof Kaczmarczyk – Independent Member of the Supervisory Board
A graduate of the Warsaw School of Economics with a specialization in finance and accounting and a former student of the University of Warsaw, majoring in International Relations. In 1999-2008, he worked for Deutsche Bank in Poland, where he held the position of Deputy Director of the Equity Market Analysis Department and Stock Market Analyst - Central and Eastern Europe Region. In 2008-2010, he held managerial positions in TP S.A. Group, including the position of Director of Strategy and Development Division. In 2010-2011, he worked for the Swiss investment bank Credit Suisse. In 2012-2015, he served as Vice President of the Management Board for Strategy and Development in Emitel - a terrestrial radio and television network operator in Poland. In 2016-2018, advisor to the Management Board of KGHM Polska Miedź S.A. Currently, professionally, since 2015, an independent member of Supervisory Boards of companies listed on the Warsaw Stock Exchange. He gained almost 15 years of supervisory experience sitting on over 30 supervisory boards of companies listed on the Warsaw Stock Exchange and non-public companies, including: Action, Alta, Arteria, Braster, BEST, BSC Drukarnia, Celon Pharma, Duon, Emitel, TP Edukacja i Wypoczynek, Warsaw Stock Exchange, Graal, Integer, InPost, KGHM Polska Miedź, KGHM International, KGHM TFI, LC Corp, Mabion, Magellan, Polimex-Mostostal, Polish Energy Partners, Robyg, SARE, TIM, Vigo System, Wirtualna Polska, Work Service, 4fun Media. He meets the independence criteria referred to in principle II.Z.4 of the document "Best Practices of Companies Listed on the WSE 2016".
- Dirk Kreder – Independent Member of the Supervisory Board
Graduate of the University of Stuttgart and University of Kiel, Ph.D. in Biotechnology and Immunology. He also graduated from the International Executive MBA Program. Entrepreneur with deep roots and extensive network in the pharmaceutical and biotech industries, strong business acumen, and leadership experience in small and large organizations in Europe and the US.Pioneered biosimilar and complex generic development and registration in US, EU, CA, AU, JP, and other markets with 10+ years/ 2 dozen products experience. He meets the independence criteria referred to in principle II.Z.4 of the document "Best Practices of Companies Listed on the WSE 2016".
Division of responsibility of Members of the Management Board of Mabion S.A.:
Jarosław Walczak - Member of the Board
He is responsible for supervising pharmaceutical regulations regarding the Company and regulations related to clinical trials and overseeing drug registration.
Sławomir Jaros - Member of the Board
He is responsible for overseeing and managing the research and development area, including design of drugs, technology and analytics development, clinical trials and safe working practice field as well as pharmaceutical risk control. The Member of the Board’s responsibilities include collaboration with external partners in the technological, scientific and commercial areas and working out a strategy for the development of new products and technologies. He is also accountable for the area of manufacturing, control and quality assurance as well as for the implementation of technological and analytical processes into the pharmaceutical environment, expanding the scale of processes and quality, time and cost optimization.
Grzegorz Grabowicz - Member of the Board
He is responsible for overseeing and managing the Company's financial policy. He is accountable for acquiring financing, also for negotiating of significant financial operations and commercial transactions of the Company as well as creating financial plans of the Company and its financial reporting.
Data on the shareholding structure of the Issuer and its shareholders holding at least 5% of votes at the General Meeting:
|*||Mr. Maciej Wieczorek holds 100% of the share capital of Glatton Sp. z o.o. and indirectly, through Glatton Sp. z o.o., 66.67% of the share capital of Celon Pharma S.A. and 75% of the total number of votes in Celon Pharma S.A.|
|**||According to the list of shareholders present at the Ordinary General Meeting of Mabion S.A. on 18.06.2019|
|***||According to the list of shareholders present at the Ordinary General Meeting of Mabion S.A. on 28.06.2018|
The share capital of the Issuer creates 13.720.772 shares with a nominal value of PLN 0.10 each, including:
- 450,000 series A, preferred, registered
- 450,000 series B, preferred, registered
- 450,000 series C, preferred, registered
- 450,000 series D, ordinary bearer shares
- 100,000 series E, preferred, registered
- 100,000 series F, preferred, registered
- 20,000 series G, preferred, registered
- 2,980,000 series H, ordinary bearer shares
- 1,900,000 series I ordinary bearer shares
- 2,600,000 series J ordinary bearer shares
- 790,000 series K ordinary bearer shares
- 510,000 series L ordinary bearer shares
- 360,000 series M ordinary bearer shares
- 340,000 series N ordinary bearer shares
- 340,000 series O ordinary bearer shares
- 1.920.772 series P ordinary bearer shares.
Registered shares of the A, B, C, E, F and G series are privileged in such a way that each of them entitles to two votes at the General Meeting. The total number of votes resulting from all issued shares is 15.290.772
Listing of the shares of the Company at the Stock Exchange in Warsaw (GPW)
In the last 5 financial years the Company did not pay out dividends. The Management Board of the Company adopts the current dividend policy to the Company’s economic situation, taking into account the scope of necessary investments. At present the Company is in the development stage and it seems expedient to retain the possible profit in the Company.
The primary goal of Mabion is to develop, manufacture and market oncology drugs which are biosimilar to the original biotechnology drugs already present on the market (so called reference drugs). Currently, the Company’s priority is to launch MabionCD20 onto as many international markets as possible. The Company intends to carry out the marketing authorisation process on its own, under a centralised procedure for the whole European Union where the system of registration for biosimilars is well-regulated. Moreover, one of the Company’s objectives is to launch drugs onto the American market. When it comes to regions with a less regulated system of marketing authorisation, such as African and Asian countries, Mabion plans to carry out both the sales and the whole authorisation procedure through local leading pharmaceutical companies on the basis of distribution agreements. The market of biotechnology drugs is already very attractive and its worth should increase significantly in the course of upcoming years. The strategy adopted by Mabion S.A. provides for the continuation of research and development pursuits in the field of new biotherapeutics. It's anticipated that the development strategy will be financed mainly by the Company’s own funds, as well as grants from the EU and national funds.
The Company annually updates the development plan for medicinal products, and may change it from time to time.
On 3 April 2019, following the annual review and update of the development strategy for medicinal products, the Company's Management Board adopted a resolution approving changes to the existing development strategy. In accordance with the resolution, the catalogue of projects which the Company is interested in implementing, now or in the future, either independently or with partners, has been changed. The Company has also qualified research and development projects into three groups of projects, i.e. active projects, new projects that were planned for 2019, and partnership projects.
- Active projects
A group of projects of the greatest importance for the Company, for which the Company conducts work and invests funds. This group includes the following current projects: MabionCD20, MabionMS and MabionEGFR.
- New projects started in 2019
Projects for which the Company started research and development work in the second half of 2019 include projects related to development of three medicines biosimilar to the following reference drugs: Prolia and Xgeva (both based on denosumab antibody) and Xolair (based on omalizumab antibody).
- Partnership projects
Projects for which the Company is considering commencement of implementation in the medium or long term, preferentially in cooperation with a partner. They will include projects concerning, among others, autoimmune and oncological diseases.