Mr. Philippe Dubuc reports

THERATECHNOLOGIES RESPONDS TO FUTURE PAK'S PRESS RELEASE AND ANNOUNCES EXCLUSIVE DISCUSSIONS WITH ANOTHER POTENTIAL ACQUIROR FOR THE SALE OF THE COMPANY

Theratechnologies Inc. is addressing its shareholders in response to a press release issued today by Future Pak LLC regarding its proposals to acquire the company.

The company believes its shareholders should be aware of the following:

• In August, 2024, the company received a first unsolicited non-binding proposal from Future Pak to acquire the company. The proposed closing cash consideration of $100-million (U.S.) was not attractive to the board of directors of the company, and the proposal was rejected by the company.
• The company received a second unsolicited non-binding proposal from Future Pak in January, 2025, which could not be entertained as the company was under exclusivity with another potential acquiror.
• The company did not immediately renew its initial exclusivity period with the potential acquiror upon its expiry, in an attempt to enter into a customary non-disclosure agreement with Future Pak containing a typical standstill undertaking to discuss with Future Pak under normal rules of engagement. Future Pak's initial position was that it would not sign such an agreement unless it was provided exclusivity. When Future Pak was finally prepared to sign a non-disclosure agreement, the company had already renewed exclusivity with the potential acquiror. At this time, Future Pak was informed that it would have a future opportunity to engage with the company.
• The Future Pak non-binding proposals have been made without Future Pak having completed any due diligence on the company other than publicly available information.

The potential acquiror has performed extensive due diligence on the company, and the parties are negotiating a definitive agreement relating to a potential acquisition of all outstanding shares of the company. Based on the company's discussions to date with the potential acquiror, in the event a definitive agreement is entered into with the potential acquiror, it will contain a go-shop provision allowing the company, for a limited period following signature, to engage with other potential acquirors, including Future Pak.

The board has formed a special committee composed solely of independent directors to review the proposals and determine the course of action that is in the best interests of the company and its stakeholders. The special committee is assisted by Barclays Capital Inc. as financial adviser and Fasken Martineau DuMoulin LLP as external legal adviser.

There is no assurance that a definitive agreement will be reached in relation to any proposal. The company does not intend to provide further updates or comments with respect to the foregoing, other than as required pursuant to applicable securities laws, to allow the special committee to diligently pursue its mandate and not adversely affect discussions with the potential acquiror.

About Theratechnologies Inc.

Theratechnologies is a specialty biopharmaceutical company focused on the commercialization of innovative therapies that have the potential to redefine standards of care.

We seek Safe Harbor.