Forbion Growth Sponsor FEAC I B.V. - 31 Oct 2023 Form 4 Insider Report for enGene Holdings Inc. (ENGN)

Footnote F1

Reflects shares of Class A Common Stock and warrants acquired pursuant to the consummation of the "PIPE Financing", as described in more detail in the Issuer's registration statement on Form S-4 filed with the Securities and Exchange Commission on September 26, 2023.

Footnote F2

Reflects shares of Class A Common Stock and warrants acquired pursuant to the consummation of the "Convertible Bridge Financing", as described in more detail in the Issuer's registration statement on Form S-4 filed with the Securities and Exchange Commission on September 26, 2023.

Footnote F3

Reflects shares and warrants held by Forbion Growth Sponsor FEAC I B.V. ("Sponsor"). Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg and W.S.J. Joustra ("Sponsor Board"). All voting and dispositive decisions with respect to the shares held by Sponsor are made by a majority vote of Sponsor Board.

Footnote F4

Reflects shares and warrants held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief").

Footnote F5

Forbion Cooperatief wholly owns Sponsor. Forbion Growth Management B.V. is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the securities reported herein.

Footnote F6

Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the shares held by Sponsor. Forbion Management may be deemed to share voting and investment power (i) with Forbion Cooperatief over the shares held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, Sponsor, over the shares held by Sponsor.

Footnote F7

Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. Accordingly, because none of the members of Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the shares reported herein, no member of Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares.

Footnote F8

Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.

Footnote F9

Each warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, and first becomes exercisable 30 days after the consummation of the combination between the Issuer and Forbion European Acquisition Corp. The warrants expire five years following the such combination.