The Social Chain AG
The Social Chain AG: All three members of the Supervisory Board resign with immediate effect

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

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

The Social Chain AG: All three members of the Supervisory Board resign with immediate effect

Berlin, 17 October 2023 – The Management Board of The Social Chain AG (“Company“) (ISIN DE000A1YC996 / WKN A1YC99) has today received a letter signed by all three members of the Supervisory Board, Mr. Stephan Brunke, Mr. Sebastian Stietzel and Ms. Henrike Luszick, in which they resign from their respective positions as members of the Supervisory Board with immediate effect. With effect from 1 October 2023, insolvency proceedings under self-administration regarding the company’s assets have been initiated and the responsibilities of the Advisory Board have changed accordingly.

The Management Board will immediately file an application for the judicial appointment of members of the Supervisory Board in order to ensure that the Supervisory Board of the Company is constituted in accordance with the law and the Articles of Association.

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This announcement may not be published, distributed or transmitted in the United States of America (including its territories and possessions, any state of the United States and the District of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.