EQS-Adhoc: The Social Chain AG: Sale of the Agency Business in UK and USA

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 NOTE AT THE END OF THIS PUBLICATION.

The Social Chain AG: Sale of the Agency Business in UK and USA

Berlin, February 3, 2023 The Social Chain AG (WKN: A1YC99, ISIN:DE000A1YC996, Ticker: PU11) (the Company) is selling its agency business in UK and the United States. Today, a respective share transfer and purchase agreement has been signed pursuant to which the entire share capital of Social Chain Ltd (Manchester) including its direct subsidiary Social Chain USA Inc (New York) is sold and transferred to Brave Bison Group PLC. In the course of the transaction, all trademarks containing the name Social Chain will be sold and assigned to the buyer as well. The Company and the German based agency are both granted a comprehensive license for the use of the respective trademarks. The Company´s supervisory board has already approved the transaction.

As consideration for the sale and transfer of the share capital the parties agreed on a total purchase price in a converted amount of approximately EUR 20 mio. (on a cash/debt free basis), whereby an initial consideration in the converted amount of approximately EUR 8.7 mio. (before cash/debt free adjustments) is being paid on the completion date. A conditional contigent consideration is due for payment subject to sufficient business development of the target companies in three installments until 2025.

The buyer is financing the initial consideration by issuance of new shares. Completion of the transaction is therefore subject to successful placement of the new shares by the buyer. The parties envisage successful closing until mid-February.

The Company expects the sale to result in a non-cash effective impairment of the goodwill of the target companies in a high single digit million range which will be reflected in the 2022 consolidated financial statements.

www.thesocialchain.ag

Notifying Person:

Sarah Pust I Investor Relations

Gormannstraße 22

10119 Berlin

+49 163 208 4182
ir@socialchain.de

Important Notice

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

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 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. The Company does not intend to conduct a public offering of securities in the United States.

In the United Kingdom, this publication 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 publication 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 The Social Chain AG ("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 The Social Chain AG and 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 performance or results 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 release. The Company will not update the information, 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 the Company nor any other person assumes any responsibility whatsoever that the forward-looking statements or assumptions contained herein will materialize.