EQS-Adhoc: The Social Chain AG: Creditors' meeting today approves the intended sale of the DS Group, which is to be notarised shortly - probably also today

Publication of insider information pursuant to Article 17 of Regulation (EU) No. 596/2014

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The Social Chain AG: Creditors' meeting today approves the intended sale of the DS Group, which is to be notarised shortly - probably also today

Berlin, 8 November 2023 - The creditors' meeting of The Social Chain AG ("Company") (ISIN DE000A1YC996 / WKN A1YC99; ISIN DE000A3E5FE7 / WKN A3E5FE) convened by the insolvency court today granted its consent to the intended sale of the DS Group based in Stapelfeld pursuant to section 162 of the German Insolvency Code (sale of business to particularly interested parties).

The company and an acquiring company of Ralf Dümmel and other former shareholders ("Acquiring Company") have reached a final agreement as part of the already communicated process for the sale of the DS Group immediately before the start of the creditors' meeting, which was the subject of today's resolution by the creditors' meeting.

Following the approval that has now been granted, it is intended to sell and assign all shares in TSCDS Holding GmbH (HRB 232978 B, Charlottenburg Local Court) ("Target Company"), including the subsidiaries held directly and indirectly by it, to the Acquiring Company. The completion of the purchase agreement will depend on the fulfilment of standard market conditions.

Following the final agreement approved by the creditors' meeting, the Company will realise a purchase price (taking into account the financial liabilities of DS Group) of EUR 6.5 million as part of the sale of DS Group, of which EUR 3.5 million will go to the insolvency estate to satisfy creditors and EUR 3.0 million will be paid into the Target Company's capital reserves to repay bank liabilities.

The sale is the result of a standard market M&A sales process conducted by the auditing firm Deloitte, in which offers from various interested parties were examined and evaluated in order to determine the best offer for the Company's creditors.

The agreement also includes the precautionary settlement of any claims of the Company or the administrator against the shareholders of the Acquiring Company and other related parties of the Target Company or its subsidiaries.

The management board of the Company will now implement the transaction in the short term - presumably today - and in particular conclude a share purchase agreement to be notarised. The management board of the Company expects the transaction to be completed by the end of November/beginning of December 2023, subject to the fulfilment of further customary closing conditions.

Notifying person:

Jana Walker I Investor Relations
Alte Jakobstraße 85/86
10179 Berlin

+49 163 208 4182
ir@socialchain.de

Important notes

This announcement may not be published, distributed or transmitted in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, "United States"), Canada, Australia, Japan or any other jurisdiction in which such publication, distribution or transmission would be unlawful. This announcement does not constitute or contain an offer or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation would be unlawful.

This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. The securities of the Company have already been sold.

In the member states of the European Economic Area other than Germany, this notice is only addressed to persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").

This announcement may only be distributed in the United Kingdom and is only directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as that Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are, in addition, (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons falling within Article 49(2)(a) to (d) of the Order. ) or (iii) are persons to whom a solicitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This communication is directed only at Relevant Persons. Persons who are not Relevant Persons must not act or rely on this communication. Any investment or investment activity in securities of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities evaluated or endorsed the merits of the offering of the securities referred to herein. There will be no public offering of these securities in the United States.

The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, nationals, residents or citizens of Australia, Canada or Japan, subject to certain exceptions.

Certain statements contained herein may constitute "forward-looking statements". These forward-looking statements are based on the current views, expectations, assumptions and information of the Company's management, which the Company has made to the best of its knowledge and belief, but which do not purport to be accurate as of any date in the future (particularly where such forward-looking information relates to matters outside the control of the Company). Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Actual future results, performance or events could differ materially from those described in such statements due to various factors, and neither the Company nor any other person assumes any responsibility whatsoever for the accuracy of the views expressed or underlying assumptions made in this announcement. The Company assumes no obligation to update the forward-looking statements contained in this release. Furthermore, it should be noted that all forward-looking statements speak only as of the date of this release and that neither the Company nor the accompanying bank undertakes any obligation, except as required by law, to update any forward-looking statements or to conform such statements to actual events or developments. Both the Company and the accompanying bank and their respective affiliates expressly disclaim any obligation to update, revise or revise any forward-looking statements contained in this release, whether as a result of new information, future developments or otherwise.