The Shareholders of Transition S.A. and Arverne Group S.A.S. Approve the Business Combination Process Leading to the Listing of Arverne Group S.A. on Euronext Paris

Regulatory News:

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Transition S.A. (Euronext Paris: TRAN) (the "Company" or "Transition") announces the achievement of the final major steps in the completion process of the business combination (the "Business Combination") with Arverne Group S.A.S. ("Arverne Group") leading to the listing of Arverne Group on the professional segment of the regulated market of Euronext in Paris.

• Approval of the Business Combination by the Transition shareholders' meeting

Transition announces that the combined general meeting of Transition held today approved all the proposed resolutions relating to the implementation of the Business Combination.

The shareholders of Transition approved in particular:

- the terms and conditions of the merger of Arverne Group into Transition (the "Merger"), and the issuance of a total of 18,239,589 new ordinary shares of Transition in consideration for the Merger;

- the delegations of authority to the Board of Directors of Transition to carry out (i) two capital increases (respectively for a maximum total amount of EUR 64,121,500 and a maximum total amount of EUR 28,803,780) without preferential subscription rights to the benefit of certain identified persons and (ii) a capital increase for a maximum total amount of EUR 68,878,500 without preferential subscription rights to the benefit of additional investors in a category of persons meeting specific characteristics (together, the "“PIPE” Capital Increase").

The Merger and the "PIPE" Capital Increase are detailed in the prospectuses prepared by the Company respectively in the context of the proposed Merger (prospectus approved by French financial market authority (Autorité des Marchés Financiers) or “AMF” under number 23-331) and in the context of the proposed "PIPE" Capital Increase (prospectus approved by the AMF under number 23-332), which are available free of charge at the Company's registered office located at 49 bis, avenue Franklin Delano Roosevelt, 75008 Paris, France, and on the Company's website (www.spactransition.com) and the AMF website (www.amf-france.org).