This press release may not be distributed directly or indirectly in the United States,
Canada, United Kingdom, Australia or Japan.



PRESS RELEASE




Transgene launches a fundraising
of approximately 105 million euros

• Fundraising consisting of a reserved offering to international institutional
investors via a Private Placement through an accelerated book building, and
a public offering, intended for retail investors via the PrimaryBid platform

• Institut Mérieux (TSGH) to participate for a minimum amount of €70 million
and intention of two other existing shareholders including Dassault Group
(SITAM Belgium) to participate for an amount of €10 million in the Private
Placement

• Concurrent capital increase of approximately €39.4 million reserved for
TSGH and subscribed through debt offset , at the same price

• End of the Private Placement and of the PrimaryBid Offering on
26 November 2025, after market closing, subject to early closing

• Trading suspension of Transgene shares during the whole trading day on
26 November 2025, pending closing of the Private Placement and the
PrimaryBid Offering and publication of their results

• The funds raised will enable the acceleration of the development of the
myvac® program, Transgene's platform for individualized therapeutic
cancer vaccines, and extend its financial visibility until early 2028


Strasbourg, France, 25 November 2025, 7:00 p.m. CET – Transgene (Euronext Paris: TNG), a biotechnology
company that designs and develops viral vector-based immunotherapies for the treatment of cancer (the
“Company”), today announces the launch of a fundraising for approximately 105 million euros (the
“Fundraising”) through the issuance of new shares to specialized investors via private placement through an
accelerated book building and to retail investors via the PrimaryBid platform.

Concurrently, the Company will carry out a capital increase reserved for TSGH in the amount of approximately
€39.4 million by way of compensation for the amounts advanced (including interest) to date by TSGH under
the current account advance agreement (the "Reserved Capital Increase"), at the same price per share as
the Private Placement and the PrimaryBid Offering.

“Transgene is entering a decisive phase for its myvac® platform: the latest data from its individualized cancer
vaccine TG4050 demonstrated proof of principle for this immunotherapy in patients with operable head and
neck cancer (HNSCC)," said Alessandro Riva, Chairman and Chief Executive Officer of Transgene. “Thanks to
the funds raised, we will be able to further accelerate the development of the myvac® program, which includes
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the conduct of the ongoing Phase 1/2 study in head and neck cancer, the launch of a Phase 1 trial in a new
indication with the tumors characteristics significantly differing from those found in head and neck cancers,
manufacturing optimization, and the work required to prepare a potential pivotal trial. Important data will
be reported in 2026 and 2027 in HNSCC, both in the Phase 1 and Phase 2 parts, while Transgene advances
toward the potential start of a Phase 3 trial in this indication.
With this fundraising, we can move forward to achieve our ambition: to develop next-generation
individualized therapeutic vaccines designed to address the needs of patients with early-stage cancers living
with a high risk of relapse.”

FUNDRAISING: PRIVATE PLACEMENT AND PRIMARYBID OFFER ING

Use of the net proceeds from the Fundraising

The Company intends to use the maximum net proceeds from the Fundraising of approximately
103 million euros, for the following purposes (in decreasing order of strategic priority):
• up to c.70% to finance the acceleration of the myvac® program, including the conduct of
the ongoing Phase 2 trial in head and neck cancer, the launch of a Phase 1 trial in a new
indication, the optimization of manufacturing and initial work to prepare the Company
to launch a pivotal trial in head and neck cancer;
• up to c.20% to finance R&D current costs principally related to supporting the
acceleration of the myvac® program, as well as the completion of clinical trials not
related to the myvac® platform;
• the remainder to finance, together with the Company’s operating revenues, general and
administrative expenses, as well as recurring cash consumption of the Company.
The Company estimates that, in this scenario, the net proceeds from the Fundraising, combined
with its existing cash, will be sufficient to meet its working capital requirements for its activities until
early 2028.
To date and prior to the Fundraising, the Company has €11.1 million in cash and a drawing capacity
of €8.7 million on the Current Account Advance (€39.4 million drawn down, interest included, out
of an available total of €48 million, following a partial repayment of the Current Account Advance
in the amount of €8.1 million that took place after 30 September 2025).1
As presented in its 2025 half-year financial report, and prior to completion of the Fundraising, the
Company was financed until the end of December 2026 thanks to the Current Account Advance and
a letter of support from TSGH. Following the completion of the Reserved Capital Increase, the
Current Account Advance Agreement will be terminated, and given the new early 2028 cash horizon
(if the Fundraising takes place for the contemplated amount), the letter of support of TSGH will
become moot.
Subscription commitment

As part of the Private Placement, TSGH has irrevocably committed to subscribe for at least €70
million. This order will be placed "at any price" and may be reduced in the event of strong demand
from other investors.



1
Unaudited and non-reviewed data
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Two other existing shareholders (including Dassault Group (SITAM Belgium) have indicated their
intention to participate for an amount of €10 million to the Private Placement.
Expected key milestones

During this period, and subject to the completion of the Fundraising, the following milestones for
the myvac® platform are expected to occur:

• Part 1 of the Phase 1/2 trial in head and neck cancers:
− Q2/Q3 2026: 3-year follow-up (disease-free survival),
− Q2/Q3 2027: 4-year follow-up (disease-free survival),

• Phase 2 part of the Phase 1/2 trial in head and neck cancers:
− Q1 2026: end of randomisation,
− H2 2026: initial immunogenicity data,
− Q4 2027/Q1 2028: efficacy data, two-year disease-free survival,

• Phase 1 trial in a new indication:
− Launch as soon as all conditions are met, including its financing through the current
fundraising,

• Preparation for late-stage and pivotal trials (GMP manufacturing, alignment with FDA and
EMA): end 2027.


Terms of the Fundraising

The Fundraising will be carried out in two separate and concurrent components under the same
pricing conditions:
a) an offering without shareholders' preferential subscription rights to the benefit of qualified
investors or a restricted circle of investors within the meaning of Article L. 411-2 1° of the
French Monetary and Financial Code, meeting the characteristics set out in the 22 nd
resolution of the Company's ordinary and extraordinary annual general meeting of
shareholders held on 15 May 2025 (the "General Meeting") (the "Private Placement"), and

b) a public offering, without shareholders' preferential subscription rights, to retail investors
via the PrimaryBid platform, in France and in certain European Union countries (where it is
technically feasible), in accordance with the 20th resolution of the General Meeting (the
"PrimaryBid Offering").

The launch of the Fundraising was decided today by the Chief Executive Officer, acting upon sub-
delegation granted by the Company's Board of Directors on 24 November 2025 acting pursuant to
the delegation granted by the General Meeting the above-mentioned resolutions.
The Private Placement will be directed to (i) qualified investors within the meaning of Article 2(e) of
Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended
(the "Prospectus Regulation") or in other circumstances falling within the scope of Article 1(4) of

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the Prospectus Regulation in the European Union (including France) and outside the European
Union, with the exception of the United States, the United Kingdom, Canada, Australia, South Africa
and Japan, and (ii) to certain institutional investors in the United States.
The amount of the Fundraising will depend exclusively on the orders received for each of the above-
mentioned components, with no possibility of reallocating the amounts committed to the Private
Placement and to the PrimaryBid Offering. The PrimaryBid Offering to retail investors is incidental
to the Private Placement and may not exceed 20% of the total amount of the Fundraising.
Allocations will be proportional to demand, limited to the amount allocated to this public offering,
and reduced if demand exceeds this limit. In any event, the PrimaryBid Offering will not be carried
out if the Private Placement does not take place. The Private Placement is not conditional on the
PrimaryBid Offering.
The Fundraising is subject, among others, to market conditions and the final total amount of the
Fundraising is subject to change. The Private Placement will be carried out through an accelerated
book-building process, at the end of which the number and price of the new shares to be issued will
be decided by the Chief Executive Officer, pursuant to and within the limits of the powers delegated
by the Board of Directors and the General Meeting.
The settlement and delivery of the new ordinary shares to be issued in the Fundraising and the
Reserved Capital Increase and their admission to trading on the regulated market of Euronext Paris
are scheduled for December 2, 2025. Société Générale Securities Services will issue the depositary
certificate for the shares issued as part of the Private Placement and the PrimaryBid Offer.
The new ordinary shares issued as part of the Fundraising (and the Reserved Capital Increase) will
be of the same class and fungible with the existing shares, will enjoy all the rights attached to the
existing shares, and will be admitted to trading on the regulated market of Euronext Paris under the
same ISIN FR0005175080.
Subscription price
The subscription price for the new shares issued in the Private Placement and the PrimaryBid
Offering is not known at the date of this press release.
It will be set in accordance with the minimum price formula provided for in the aforementioned
resolutions of the General Meeting of May 15, 2025, namely, at the discretion of the Chief Executive
Officer (acting upon delegation of the Board of Directors):
a) the volume-weighted average (in the central order book and excluding off-market blocks) of
the closing prices of the Company's shares on Euronext Paris, chosen from a period
comprising between five and thirty consecutive trading days among the last thirty trading
days preceding the setting of the issue price, or
b) the last closing price of the Company's shares on Euronext Paris prior to the setting of the
subscription price,
this average or closing price may be reduced by a maximum discount of 25%.
Furthermore, the subscription price will not exceed the closing price of the Company's shares on
Euronext Paris on 25 November 2025, i.e., 1.36 euro (the "Maximum Price").
The Reserved Capital Increase will be carried out at the same price as that set in the Private
Placement and the PrimaryBid Offer.


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The Reserved Capital Increase will be carried out at the same price as that set in the Private
Placement and the PrimaryBid Offer.
Final terms of the Fundraising
The accelerated book-building process for the Private Placement will commence immediately after
the publication of this press release and is expected to close on 26 November 2025, subject to early
closing. The PrimaryBid Offer will also commence immediately and close on 26 November 2025,
subject to early closing. The Company will announce the price and final number of new shares to be
issued in connection with the Fundraising through a press release as soon as possible after the
completion of the book building for the Private Placement, and no later than 27 November 2025,
prior to the opening of the market.
Dilution Information
For information purposes only, the Company has calculated the dilution and ownership percentages
below based on the Maximum Price indicated above, a maximum combined gross proceeds from
the Private Placement and the PrimaryBid Offer of €105 million, and gross proceeds from the
Reserved Capital Increase of approximately €39.4 million.
Readers should note that the final dilution and participation calculations, once the price and size
of the Fundraising and the Reserved Capital Increase are known, will necessarily be different. In
particular, the price of the Fundraising and the Reserved Capital Increase will be lower than the
Maximum Price, which will result in greater dilution for the same gross amount.
Dilution
For information purposes, the impact of the Fundraising and the Reserved Capital Increase on (i) the
Company's consolidated equity per share and (ii) the shareholding of a shareholder holding 1.00%
of the Company's share capital prior to the Fundraising and the Reserved Capital Increase and not
subscribing to the latter (calculation based on equity as of June 30, 2025 and the number of
Company shares as of the date of this press release, excluding treasury shares) is as follows:


Shareholding percentage
Shareholding per share (in euros)
(in %)
(in %) Actual Fully-diluted(1) Actual Fully-diluted(1)
Before issuance
1.00 0.98 (0.027) (0.027)
of new shares
After issuance of
0.63 0.62 0.474 0.468
new shares
(1) In
the event of allocation of all 2,669,148 bonus shares allocated by the Company for which the vesting period was in progress (but
none of which may be definitively acquired prior to settlement-delivery of the Fundraising and the Reserved Capital Increase).




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Distribution of share capital and voting rights
As of the date of this press release and prior to the completion of the Fundraising and the Reserved
Capital Increase, the share capital amounts to €39,826,008.00, divided into 132,753,360 ordinary
shares of with a par value of €0.30 each. Based on the information available to the Company, the
breakdown of the Company's shareholding structure is as follows:
Shareholders Number of % of capital Number of % of voting
shares voting rights
rights(1)
TSGH(2) 91,426,541 68.87 151,954,206 75.69
SITAM Belgium(3) 4,824,856 3.63 9,649,712 4.81
Other shareholders(4) 36,501,963 27.50 39,151,200 19.50
Total 132,753,360 100 200,755,118 100


After completion of the Fundraising and the Reserved Capital Increase, the distribution of the
Company's share capital and voting rights will, to the best of its knowledge, be as follows:
Shareholders Number of % of capital Number of % of voting
shares voting rights(1) rights
TSGH(2) 142,897,129 68.06 % 203,424,794 73.18 %
SITAM Belgium(3) 8,501,326 4.05 % 13,326,182 4.79 %
Other shareholders(4) 58,560,787 27.89 % 61,210,024 22.02 %
Total 209,959,242 100 % 277,961,000 100%
(1) Article
8 of the Company's Articles of Association grants double voting rights to all fully paid-up registered shares held in the name
of the same holder for at least three years. In accordance with the provisions of Article L. 233-8 of the French Commercial Code,
Transgene publishes monthly (to the extent that the information has changed since the last monthly publication) the total number
of shares and voting rights on the AMF website and on its website www.transgene.fr. As of the date of this press release, the total
number of shares is 132,753,360 and the total theoretical number of voting rights is 200,755,118, of which 200,470,120 are
exercisable voting rights. No voting rights restrictions have been established. The double voting right attached to a share disappears
on the date of transfer of the share or its conversion to bearer form.
(2) TSGH is a wholly owned subsidiary of Institut Mérieux.
(3) Formerly "Dassault Belgique Aviation".
(4)To the Company's knowledge, there are no other shareholders holding, directly or indirectly, alone or in concert, more than 5% of
the capital or voting rights. The item "other shareholders" includes all other shareholders, including shares held by the Company on
the date of this press release as part of the liquidity program (284,998 treasury shares). The total percentage held by employees is
less than 2%. As this is not significant, the Company does not monitor employee share ownership. To the Company's knowledge,
there are no concerted shares or agreements between its shareholders.


SUSPENSION OF TRADING IN TRANSGENE SHARES
The Company will announce the results of the Fundraising and the Reserved Capital Increase on 27
November 2025 before market opens in a press release. Pending the publication of the results press
release of the Fundraising, the Company has requested Euronext Paris to suspend trading in its
shares “TNG” (ISIN: FR0005175080) during the whole trading day on 26 November 2025.
Trading on Euronext Paris will resume on 27 November 2025, at the opening of Euronext Paris.
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STANDSTILL AND LOCK -UP
The Company, TSGH, some other directors and officers have entered into a lock-up undertaking for
a period ending 90 calendar days following the settlement date of the Fundraising and the Reserved
Capital Increase, subject to certain customary exceptions.
CONVERSION OF THE CURRENT ACCOUNT ADVANCE AND CAPITAL INCREASE
RESERVED FOR TSGH

TSGH will use the €39.4 million in advance (including interest) to date under the current account
advance agreement (the "Current Account Advance" and the "Current Account Advance
Agreement") to pay up its subscription to the Reserved Capital Increase.
The gross proceeds of the Reserved Capital Increase, including issue premium, amount to
€39.4 million. The shares issued as part of the Reserved Capital Increase will be paid up by offsetting
the debt against the entire Current Account Advance.
The Reserved Capital Increase will be carried out at the same price as that set in the Private
Placement and the PrimaryBid Offer.
Following the completion of the Reserved Capital Increase, the Current Account Advance
Agreement will be terminated.
The conversion into shares of the debt resulting from the Current Account Advance will result in a
significant strengthening of the Company's equity and the Company will be substantially debt-free.
The shares issued as part of the Reserved Capital Increase will be subject to a certificate from the
Company's statutory auditors, drawn up in accordance with Article L. 225-146, paragraph 2 of the
French Commercial Code, which will serve as the depositary certificate.
FINANCIAL INTERMEDIARIES
Van Lanschot Kempen NV is acting as Sole Global Coordinator and Joint Bookrunner, and Swiss Life
Banque Privée is acting as Joint Bookrunner, in connection with the Private Placement. The Private
Placement is the subject of a placement agreement entered into today between these banks and
the Company.
The PrimaryBid Offering is subject to a letter of commitment between the Company and PrimaryBid
and is not subject to a placement agreement. As part of the PrimaryBid Offering, investors may only
subscribe in France through the PrimaryBid partners listed on its website (www.primarybid.fr) and,
in other European Union countries where it is technically possible, through Nordnet. The Joint
Bookrunners will have no involvement and commitment in the PrimaryBid Offering, it being
specified that the PrimaryBid Offering is incidental to the Private Placement.

ELIGIBILITY OF THE FUNDRAISING FOR VARIOUS TAX SCHEMES (Article 150-0 B ter)
AND PEA AND PEA-PME
Subscription to the Company's new ordinary shares as part of the Fundraising is eligible for the
scheme under Article 150-0 B ter of the French General Tax Code (reinvestment of proceeds from
disposal).
Investors who may benefit from this scheme are invited to consult their usual tax adviser in order
to assess their personal situation with regard to the specific regulations applicable.

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Finally, the Company notes that it complies with the eligibility criteria for PEA-PME specified in
Articles L. 221-32-2 and D.221-113-5 et seq. of the French Monetary and Financial Code.
Consequently, the Company's shares are fully eligible for inclusion in share savings plans (PEA) and
PEA-PME accounts, which enjoy the same tax advantages as traditional PEA plans.

INDICATIVE TIMETABLE

24 November 2025 Decision by the Board of Directors authorizing the principle of the
Fundraising and the Reserved Capital Increase and sub-delegating
its authority to the Chief Executive Officer to implement the
Fundraising and the Reserved Capital Increase

25 November 2025 Decision by the Chief Executive Officer setting the characteristics
of the Fundraising and the Reserved Capital Increase

Publication of a press release announcing the launch of the
Fundraising and the Reserved Capital Increase

Information Document published on the Company's website as
soon as possible

26 November 2025 (T) Trading halt of the Company’s shares on Euronext Paris during
whole trading session

27 November 2025 At the latest before market opens, publication of a press release
announcing the success of the Fundraising and the Reserved
Capital Increase

Trading of the Company’s shares resumes on Euronext Paris

Publication of the Euronext notice of admission of the new shares
to Euronext Paris

2 December 2025 (T+3) Settlement and delivery of the new shares – Start of trading of the
new shares on Euronext Paris

PARTNERS IN THE FUNDRAISING

CMS is acting as legal adviser to the Company and Goodwin Procter LLP is acting as legal adviser to
Van Lanschot Kempen and Swiss Life Banque Privée in connection with the Private Placement.

RISK FACTORS
The public's attention is drawn to the risk factors relating to the Company and its activities, as set out
in Section 2 "Risk Factors" of the 2024 Universal Registration Document filed with the AMF on April
10, 2025 under number D.25-0243, as updated below, which is available free of charge on the
Company's website ( https://www.transgene.fr ) and on the AMF website ( www.amf-france.org ).
The occurrence of all or part of these risks is likely to have an adverse effect on the Company's
business, financial position, results, development, or prospects.

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Without changing the classification of risk factor 2.2.1.2 "Dependence on partners" (probability of
occurrence "medium" and potential impact "critical"), the Company indicates that it is currently in
negotiations with its partner NEC to amend their collaboration agreement (described in paragraph
1.2.3 of the Universal Registration Document). If these negotiations are unsuccessful, this could have
an impact on the development of the myvac® program in the head and neck indication, and in
particular on the development timeframe. Similarly, without changing the classification of risk factor
2.2.5.1 "Need for a specific industrial tool that is difficult to scale up industrially, both internally and
externally" (low probability of occurrence and critical potential impact) and that of risk factor 2.2.5.3
"Dependence on subcontractors" (probability of occurrence "medium" and potential impact
"critical"), the Company is also in negotiations with a manufacturer for, (i) on the one hand and for
the immediate future, the manufacture of its clinical batches on cell lines, and (ii) on the other hand,
for a technology transfer from this manufacturer to the Company to enable it to eventually carry out
cell line production itself. If these negotiations are unsuccessful, the Company's ability to change
subcontractors within a reasonable time frame would be limited, and the Company would experience
significant delays in the development of its cell line-based drug candidates.

Finally, investors are invited to consider the following risks: (i) the market price of the Company's
shares may fluctuate and fall below the price of the Fundraising and the Reserved Capital Increase, (ii)
the volatility and liquidity of the Company's shares may fluctuate significantly, (iii) sales of the
Company's shares may occur on the market and have a negative impact on the market price of the
shares, and (iv) the Company's shareholders could suffer potentially significant dilution as a result of
any future capital increases necessary to finance the Company. In this context, the Company reiterates
the following risk factors from the Universal Registration Document: 2.2.2.1 "Possible exhaustion of
available funds," 2.2.2.2 "Expected increase in capital requirements," 2.2.2.3 "Uncertain realization of
revenue from partnerships," 2.2.2.4 "Possible adverse effect of financing efforts on existing
shareholders" and 2.2.2.5 "Increased liquidity and partnership structures."

In any event, it is recommended that you consult Section 2 "Risk Factors" of the Universal Registration
Document for a detailed description of these risks. The Universal Registration Document is available
free of charge on the Company's website at www.transgene.fr. The Company also notes that other
risks or uncertainties, unknown at the date of the Information Document or not considered significant
by the Company at that date, may exist or could become significant factors that could have a material
adverse effect on the Company, its business, financial condition, results of operations, development,
or prospects.

ABSENCE OF PROSPECTUS

The Fundraising and the Reserved Capital Increase are not subject to a prospectus requiring
approval by the AMF.

This press release does not constitute a prospectus within the meaning of Regulation (EU)
2017/7129 of the European Parliament and of the Council of 14 June 2017, as amended, or an offer
to the public.

In accordance with articles 1.4.d.ter) and 1.5.b.bis) of the Prospectus Regulation, the Company has
filed with the AMF an information document including the information set out in Annex IX of the
Prospectus Regulation (the “Information Document”). The Information Document can be consulted
on the Company's website (www.transgene.fr). It should be noted that the Information Document
does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been
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submitted for review and approval by the Autorité des marchés financiers. Consequently, investors
are advised not to make any investment decision based solely on the information contained in the
Information Document.
Contacts

Transgene:
Media: Investors & Analysts:
Caroline Tosch Lucie Larguier
Corporate and Scientific Communications Manager Chief Financial Officer (CFO)
+33 (0)3 68 33 27 38 Nadege Bartoli
communication@transgene.fr Investor Relations Analyst
and Financial Communications Officer
MEDiSTRAVA +33 (0)3 88 27 91 00/03
Frazer Hall/Sylvie Berrebi investorrelations@transgene.fr
+ 44 (0)203 928 6900
transgene@medistrava.com




About Transgene
Transgene (Euronext: TNG) is a biotechnology company focused on designing and developing targeted immunotherapies for the
treatment of cancer. The Company’s clinical-stage programs consist of a portfolio of viral vector-based immunotherapeutics. TG4050,
the first individualized therapeutic vaccine based on the myvac® platform is the Company’s lead asset, with demonstrated proof of
principle in patients in the adjuvant treatment of head and neck cancers. The Company has other viral vector-based assets, including
BT-001, an oncolytic virus based on the Invir.IO® viral backbone, which is in clinical development. The Company also conducts
innovative discovery and preclinical work, aimed at developing novel viral vector-based modalities.
With Transgene’s myvac® platform, therapeutic vaccination enters the field of precision medicine with a novel immunotherapy that
is fully tailored to each individual. The myvac® approach allows the generation of a virus-based immunotherapy that encodes patient-
specific mutations, identified and selected through advanced Artificial Intelligence technologies.
With its proprietary platform Invir.IO®, Transgene is building on its viral vector engineering expertise to design a new generation of
multifunctional oncolytic viruses.
Additional information about Transgene is available at: www.transgene.com
Follow us on social media: X (formerly Twitter): @TransgeneSA — LinkedIn: @Transgene — Bluesky: @Transgene


Disclaimer
This press release contains forward-looking statements, which are subject to numerous risks and uncertainties, which could cause
actual results to differ materially from those anticipated. The occurrence of any of these risks could have a significant negative
outcome for the Company’s activities, perspectives, financial situation, results, regulatory authorities’ agreement with development
phases, and development. The Company’s ability to commercialize its products depends on but is not limited to the following factors:
positive pre-clinical data may not be predictive of human clinical results, the success of clinical studies, the ability to obtain financing
and/or partnerships for product manufacturing, development and commercialization, and marketing approval by government
regulatory authorities. For a discussion of risks and uncertainties which could cause the Company’s actual results, financial condition,
performance or achievements to differ from those contained in the forward-looking statements, please refer to the Risk Factors
(“Facteurs de Risque”) section of the Universal Registration Document, available on the AMF website (http://www.amf-france.org) or
on Transgene’s website (www.transgene.com). Forward-looking statements speak only as of the date on which they are made, and
Transgene undertakes no obligation to update these forward-looking statements, even if new information becomes available in the
future.

Disclaimer

This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of shares in any
state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.

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




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This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”). Any decision to purchase shares must be
made solely on the basis of publicly available information on the Company.

France

In France, the offer of Trangene shares described in this press release will be made in the context of (i) an offer reserved to specified
categories of beneficiaries, pursuant to article L. 225-138 of the French Commercial Code, (ii) a public offering primarily intended to
retail investors through the PrimaryBid platform, pursuant to article L. 225-136 of the French Commercial Code, and (iii) an offer
reserved to TSGH, pursuant to article L. 225-138 of the French Commercial Code.

The information available in the following pages may be freely accessed by French residents who are physically located in France.

European Economic Area

With respect to Member States of the European Economic Area, no action has been taken or will be taken to permit a public offering
of the securities referred to in this press release requiring the publication of a prospectus in any Member State. Therefore, such
securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of Article 1(4) of
Prospectus Regulation or, otherwise, in cases not requiring the publication of a prospectus under Article 3 of the Prospectus
Regulation and/or the applicable regulations in such Member State.

United Kingdom

This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the
United Kingdom or (y) in the United Kingdom and are (i) investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities and other such persons
falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (iii) other
persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial
Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i),
(y)(ii) and (y)(iii) together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or
otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this press release or any of its contents.

United States of America

This press release may not be distributed, directly or indirectly, in or into the United States. This press release and the information
contained therein does not, and will not, constitute an offer of securities for sale, nor the solicitation of an offer to purchase, securities
in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The
securities of Transgene have not been and will not be registered under the Securities Act, and Transgene does not intend to conduct
a public offering in the United States.

MIFID

MIFID II Product Governance/Target Market: solely for the purposes of the requirements of article 9.8 of the EU Delegated Directive
2017/593 relating to the product approval process, the target market assessment in respect of the shares of Transgene has led to
the conclusion in relation to the type of clients criteria only that: (i) the type of clients to whom the shares are targeted is eligible
counterparties and professional clients and retail clients, each as defined in Directive 2014/65/EU, as amended (“MiFID II”); and (ii)
all channels for distribution of the shares of Transgene to eligible counterparties and professional clients and retail clients are
appropriate. Any person subsequently offering, selling or recommending the shares of Transgene (a “distributor”) should take into
consideration the type of client assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the shares of Transgene and determining appropriate distribution channels.

General

The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes
into possession of this press release should inform themselves of and comply with any such restrictions.




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This press release may not be distributed directly or indirectly in the United States, United Kingdom, Canada, Australia or Japan.



Any decision to subscribe for or purchase shares or other securities of Transgene should be made solely on the basis of publicly
available information about Transgene. This information is not the responsibility of Van Lanschot Kempen NV or Swiss Life Private
Bank and has not been independently verified by Kempen or Swiss Life Private Bank.




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