Mr. Rishi Sharma reports

VELAN SHAREHOLDERS APPROVE THE SALE OF VELAN'S FRENCH BUSINESS

Holders of the subordinate voting shares (SVSs) and multiple voting shares (MVSs) of Velan Inc. have approved a special resolution, approving the proposed sale by the company's U.K. direct wholly owned subsidiary, Velan Valves Ltd., of its direct French wholly owned subsidiaries (being the company's indirect wholly owned subsidiaries), Segault and Velan S.A.S. (Velan France), to Framatome SAS, for a purchase price of $177.6-million (U.S.) (170 million euros), with the benefit of the transfer by Velan France of an intercompany loan receivable from the company of $23.5-million (U.S.) (22.5 million euros), for total consideration to the company of $201.1-million (U.S.) (192.5 million euros).

Velan anticipates using part of the proceeds from the France transaction to divest its asbestos-related liabilities pursuant to the divestiture transaction announced on Jan. 14, 2025.

The special resolution relating to the France transaction had to be approved by not less than two-thirds of the votes cast at the special meeting of shareholders held earlier today by shareholders virtually present or represented by proxy and entitled to vote at the meeting. Pursuant to the articles of the company, each SVS and each MVS entitled the holder thereof to an equal number of votes at the meeting, and, as a result, each SVS and each MVS entitled the holder thereof to five votes at the meeting.

At the meeting, shareholders carrying an aggregate of 95,971,655 votes, representing approximately 88.92 per cent of votes entitled to be cast at the meeting, were represented virtually or by proxy at the meeting. The special resolution was approved by 100 per cent of the votes cast by all shareholders, 100 per cent of the votes cast by Velan's MVS holders and 100 per cent of the votes cast by Velan's SVS holders.

The France transaction remains subject to the entering into of the definitive share purchase agreement and to the satisfaction or waiver of other customary closing conditions. The completion of the transactions is now expected to occur in the coming weeks.

Further information regarding the France transaction can be found in Velan's management information circular dated Feb. 19, 2025, which is available under the company's profile on SEDAR+ and on the company's website.

About Velan Inc.

Founded in Montreal in 1950, Velan is one of the world's leading manufacturers of industrial valves, with sales of $346.8-million (U.S.) in its last reported fiscal year. The company employs approximately 1,600 people and has manufacturing plants in nine countries. Velan is a public company with its shares listed on the Toronto Stock Exchange under the symbol VLN.

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