EQS-Adhoc: The Social Chain AG: Intended implementation of a prospectus-free capital increase with subscription rights

Publication of Insider Information according to Article 17 of Regulation (EU) No. 596/2014

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE OTHER RESTRICTIONS. PLEASE SEE THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

The Social Chain AG: Intended implementation of a prospectus-free capital increase with subscription rights

Berlin, May 25, 2023 – The Social Chain AG (ISIN DE000A1YC996; WKN A1YC99; stock exchange symbol: PU11) (hereinafter "TSC") intends to implement a capital increase without a prospectus against cash and non-cash contributions with subscription rights using the Authorized Capital 2022/I ("Capital Increase") in order to finance its business activities and to strengthen its equity base. Under the terms of the Capital Increase, the main shareholder and Chairman of the Management Board of TSC, Dr. Georg Kofler, shall be enabled to contribute existing shareholder loans by way of contribution in kind and to receive new shares in TSC in return. The remaining shareholders of TSC are to be given the opportunity to participate in the Capital Increase on a pro rata basis at the same subscription price against cash contributions as part of the subscription offer.

The Management Board of TSC expects the volume of the Capital Increase (contributions in kind and cash contributions) to be in the low double-digit million range. In particular, TSC expects to improve its balance sheet and reduce its interest expense by converting shareholder loans, which were previously classified as debt under the German Commercial Code (HGB), into equity.

The Capital Increase and the admission of the new shares to trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) are expected to be completed by the end of July 2023. The Capital Increase requires a separate resolution of the Management Board setting out the details and terms of the capital increase and the approval of the Supervisory Board.

www.thesocialchain.ag

Notifying Person:

Sarah Pust I Investor Relations

Alte Jakobstraße 85/86

10179 Berlin

+49 163 208 4182
ir@socialchain.com

Important Notice

This announcement constitutes neither an offer nor a solicitation to purchase or subscribe for securities of TSC.

This announcement is not intended for distribution, directly or indirectly, in or into the United States or within the United States and may not be distributed to U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act")) or publications with a general circulation in the United States. This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to purchase or subscribe for any securities in the United States. The securities are not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration under the Securities Act. There is no public offering of the securities in the United States.

In the United Kingdom, this announcement is only addressed to (i) persons falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) Persons falling within Article 49(2) (a) to (d) of the Order (high net worth corporations, partnerships, etc.) or (iii) persons to whom it may otherwise lawfully be made available under applicable securities laws (such persons collectively, the "Relevant Persons"). This publication must not be referred to or relied upon by any person other than a Relevant Person.

The securities referred to in this announcement are not being sold or offered for sale in Canada, Australia or Japan, or to or for the account of any person resident or resident in Canada, Australia or Japan. No measures have been taken to offer, purchase or distribute the securities in countries where this is not permitted.

This announcement does not constitute a recommendation as to an investment into the Company. Investors should consult a professional adviser as to the suitability of an investment into the Company for the person concerned.

This release may contain certain forward-looking statements, estimates, opinions and forecasts regarding the future business, results of operations and results of TSC ("forward-looking statements"). Forward-looking statements are identified by words such as "believe," "estimate," "anticipate," "expect," "intend," "will," or "should," or their negation, and similar variations or terminology. Forward-looking statements include all matters that are not based on historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the Management Board of TSC and, by their nature, involve significant known and unknown risks and uncertainties, which could cause actual results, performance and events to differ materially from the results, performance and events expressed or implied in the forward-looking statements may differ. Forward-looking statements contained herein should not be taken as guarantees of future results or events and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release speak only as of the date of this announcement. TSC will not update the forward-looking statements or conclusions contained in this release to reflect subsequent events and circumstances, nor will it reflect subsequent events or circumstances, or any inaccuracies that may arise after the issue of this release as a result of new information, future developments or other circumstances, correct, and assumes no obligation to do so. Neither TSC nor any other person assumes any responsibility whatsoever that the forward-looking statements or assumptions contained herein will materialize.

1642219  25-May-2023 CET/CEST