Transgene Launches a Capital Increase via a Private Placement - Seite 2

SHAREHOLDERS’ SUBSCRIPTION AND LOCK-UP AGREEMENTS

Institut Mérieux, which currently holds 99.5% through its subsidiary TSGH, 60% of the company’s share capital indicated that they intend to place an order of 25 million euros. Furthermore, SITAM Belgium (previously Dassault Belgique Aviation), which hold 4.9% of the company’s share capital, have indicated that they intend to subscribe for new ordinary shares in the Capital Increase in order to maintain their current level of participation in the Company. The total amount of these two orders represent up to approximately 80% of the Offering. Orders of TSGH and SITAM Belgium will be placed “at any price” in order not to interfere with the pricing of the Capital Increase. The press release announcing the results of the Capital Increase will set out the shareholding resulting from the transaction.

This renewed support is a sign of Transgene’s historical shareholders continued confidence in the Company’s strategy and cutting-edge technologies, against a background of the strong interest shown by clinicians in the Company’s highly innovative drug candidates.

Independent board members of the Company were called upon to vote on the transaction, and unanimously approved both the principle of the Capital Increase and its terms. Ms Flory, for TSGH, et Mr Habert, for SITAM Belgique, did not take part to the board meeting.

TGSH and SITAM Belgique have agreed with the Global Coordinators for the contemplated transaction that they will not sell or transfer its shares of Transgene for a period ending 90 days after the settlement and delivery of the Capital Increase, subject to the usual exceptions.

In connection with the Capital Increase, the Company will enter into a lock-up agreement with the Global Coordinators for a period ending 90 days after the settlement and delivery of the Capital Increase, subject to customary exceptions.

The Capital increase is the subject of a placing agreement entered into by the Company and the Global Coordinators on June 21, 2021. The placing agreement may be terminated by the Global Coordinators at any time up to (and including) the settlement date of the Capital Increase which is expected to take place on June 24, 2021, subject to certain customary conditions.

The Capital Increase is conducted by Kempen & Co and Natixis as Global Coordinators, Joint Lead Managers and Joint Bookrunners (« Global Coordinators »).

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