Commencement of the bookbuilding process for the offering of new series T bearer shares and conclusion of the share offering placement agreement

Current report No. 35/2024

Date of preparation: 20.11.2024

Subject: Commencement of the bookbuilding process for the offering of new series T bearer shares and conclusion of the share offering placement agreement.

Legal basis: Article 17(1) MAR - confidential information.

The Management Board of Captor Therapeutics S.A., with its registered office in Wrocław, the ‘Issuer’ or the ‘Company’, announces the commencement of the book-building process for the public offering conducted by way of private subscription of up to 822,467 (eight hundred and twenty-two thousand four hundred and sixty-seven) series T ordinary bearer shares with a nominal value of PLN 0.10 (ten cents) each (‘Series T Shares’) issued by the Company (the ‘Offering’).

The Offering is conducted on the basis of and subject to the terms and conditions set out in the Management Board's Resolution No. 2 of 20 November 2024 on increasing the Company's share capital within the limits of authorised capital through the issue of Series T shares, excluding pre-emptive rights and on amending §6(1) of the Company's Articles of Association (the ‘Issue Resolution’).

The Issuer has entrusted Trigon Dom Maklerski S.A., Trigon Investment Banking spółka z ograniczoną odpowiedzialnością & wspólnicy spółka komandytowa (jointly ‘Trigon’) and mBank S.A., which conducts brokerage activities as part of the Offer, conducting brokerage activities within a separate organisational unit - a brokerage office operating under the name of Biuro Maklerskie mBank (‘mBank’) (Trigon and mBank hereinafter jointly referred to as the ‘Managers’), who will be responsible, inter alia, for conducting the book-building process for Series T Shares (the ‘Book-building Process’).

The detailed terms of the Subscription are annexed to this report.

The Company and the Managers have today entered into the Placing Agreement relating to the placement of the T Shares by the Managers on a best efforts basis and subject to certain conditions, which contains standard provisions contained in agreements of this type (the ‘Agreement’). The Agreement also provides for the Company's obligation to deliver to the Managers signed by each of the Principal Shareholders of the Company, namely Michał Walczak, Paweł Holstinghausen-Holsten and Sylvain Cottens (collectively, the: ‘Principal Shareholders’, and each of them separately: ‘Principal Shareholder") agreements to restrict the disposition of the Company's shares held by each of them (the 'Lock-Up Agreements').

In the Lock-Up Agreements, the Principal Shareholders undertake to the Managers that, for 180 days from the Closing Date, they will not offer, pledge, sell, contract to sell, grant any options, rights or warrants to purchase, lend or otherwise transfer or dispose of (or publicly announce such actions), directly or indirectly, any shares held by the relevant Principal Shareholder in the share capital of the Company, provided, however, that the above obligation shall not apply to (i) the conclusion or execution by the Principal Shareholder concerned of a strategic transaction (meaning a transaction as a result of which a tender offer is made for the Company's shares, the Company merges with another entity or a specified entity acquires shares in the Company representing at least 50% of the total shares or entitling to at least 50% of the total votes); or (ii) performing the actions described above after the time when the price of one share of the Company listed on the Stock Exchange was at least PLN 172; or (iii) transferring the Shares to a company or other entity wholly owned or controlled by the Principal Shareholder concerned, including in particular a family foundation or other foundation established by the Principal Shareholder concerned, provided that the Shares so transferred shall be subject to a similar obligation as the Principal Shareholder's original obligation under the Lock-Up Agreement.

The Bookbuilding process will commence immediately following the publication of this current report and is expected to be completed on 22 November 2024.

The Offer will be directed to: (i) qualified investors, within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC; (ii) investors who will subscribe for Series T Shares in the Offer with an aggregate consideration of at least EUR 100,000 (one hundred thousand euros); and (iii) are one of 149 natural or legal persons who are investors other than qualified investors.

The Offering will be conducted to the exclusion of shareholders' pre-emptive rights, but with observance of the pre-emptive rights provided for in § 6b(8) of the Company's Articles of Association. Following the Book-building Process, the Issuer's Management Board will select investors meeting the conditions specified in the Issue Resolution and in the detailed subscription rules with whom subscription agreements for Series T shares will be concluded.

Pursuant to the Issue Resolution, the conduct of the Offer and the admission of the Series T Shares do not require that the Company makes available to the public a prospectus or any other information or offering document within the meaning of the relevant laws, and, with respect to the admission of the Series T Shares, subject to the entry into force of the provisions of Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 in order to make public capital markets in the Union more attractive to companies and to facilitate access to capital for small and medium-sized enterprises, which enters into force on 4 December 2024.

This current report has been prepared solely for the purpose of fulfilling the obligations arising from Article 17(1) of Regulation EU No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse Regulation and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC MAR, as the Company considered the information on the commencement of the Accelerated Book-building Process for Series T Shares as meeting the criteria of confidential information within the meaning of Article 7 MAR. This report is in no way intended to promote, directly or indirectly, the offer, subscription or purchase of the Series T Shares and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Offering of the Series T Shares or to encourage investors, directly or indirectly, to purchase or subscribe for the Series T Shares.