End of the Class B Share Redemption Period

Transition Takes Another Important Step in the Process of Merging With Arverne Group

Regulatory News:

Transition S.A. (Euronext Paris: TRAN) (the "Company" or "Transition") announces the results of the redemption requests relating to the Company's class B preferred shares (the "Class B Shares") during the period from 21 June 2023 to 20 July 2023 (the "Redemption Period"), in the context of the proposed business combination with Arverne Group S.A.S. (the "Business Combination").

It represents a new and important step in the Business Combination process, which was described in greater detail in the press release issued at the joint initiative of the Company and Arverne Group S.A.S. on 16 June 2023.

At the end of the Redemption Period, Transition received redemption requests from shareholders (the "Dissenting Shareholders") representing 15,246,672 Class B Shares (or 73.8% of the Class B Shares issued).

At the date of completion of the Business Combination, the merged entity will benefit from (i) the funds immediately available in the escrow account opened by Transition with Caisse d'Epargne CEPAC, net of expenses used to redeem the Class B Shares, will represent an amount of approximately EUR 54 million, (ii) the funds raised under the private placement with institutional investors (known as the "PIPE") in an amount secured to date of EUR 63 million, (iii) funds held by Transition, excluding the funds held in escrow, amounting to approximately EUR 0.2 million to date, and (iv) the amount of the subscription to the convertible bonds (issued in March 2023 and subscribed to by two of the three founders of Transition for an amount of EUR 15 million), enabling to meet the minimum "Available Cash" condition of EUR 130 million provided for in the Business Combination agreement.

In accordance with the provisions of Transition's articles of association, in order to benefit from the redemption of all or part of their Class B Shares, each Dissenting Shareholder shall:

• have submitted, during the Redemption Period, a redemption order for all or part of its Class B Shares to its financial intermediary, in accordance with Euroclear securities transaction processing standards;
• possess, by 20 July 2023, full and complete ownership of the number of Class B Shares for which it has requested redemption;
• not have transferred, as of the date of the redemption of the Class B Shares by Transition, full ownership of the number of Class B Shares for which redemption was requested.

In addition, the Business Combination, whose terms must be approved by the special meeting of shareholders holding Class B Shares (to be held on 26 July 2023), must be completed by 21 December 2023 at the latest.