Transition Class B Share Holders Approve the Business Combination Between Transition and Arverne Group

Regulatory News:

Transition S.A. (Euronext Paris: TRAN) (the "Company" or "Transition") announces that the special meeting of the holders of class B preferred shares issued by the Company (the “Class B Shares”) held on the date hereof approved the proposed business combination with Arverne Group S.A.S. (the "Business Combination") by a two-thirds majority (more than 98% of the holders of Class B Shares present or represented having voted in favor of the Business Combination).

The approval of the Business Combination by the holders of Class B Shares was a condition precedent to the completion of the Business Combination and is therefore an important step in the implementation of the transaction.

It is specified that the Business Combination process is 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.

Important notice

The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

This press release is provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

European Economic Area - France

This press release is not a prospectus, but an advertisement provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities by Transition, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

A prospectus (the “Merger Prospectus”) will be submitted to the approval of the Autorité des marchés financiers solely for the purpose of the merger between Transition and Arverne Group and a separate prospectus (the “Listing Prospectus”) will be submitted to the approval of the Autorité des marchés financiers solely for the purpose of the admission for trading on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris of the securities to be issued by Transition through a placement to the benefit of certain investors and a categories of investors, as the case may be. A copy of the Merger Prospectus and the Listing Prospectus will be available on the AMF’s website (www.amf-france.org) and on Transition’s website (spactransition.com) and will be obtainable free of charge from Transition. The Merger Prospectus and the Listing Prospectus will include a detailed description of Transition, including a section describing certain risk factors relating to Transition and the Merger and the PIPE.