Announcement of the squeeze-out at Phocos AG

Helios Solar Holdings Inc

Announcement pertaining to the exclusion of minority shareholders of

Phocos AG, with its registered office in Ulm,

and their compensation

On December 30, 2020, on the occasion of the Annual General Meeting of Phocos AG, with its registered office in Ulm, and at the request of the majority shareholder, Helios Solar Holdings Inc, with its registered office at 1995 Broadway FL 16, New York, NY 10023 USA, the decision was taken, pursuant to §§ 327a et seq. of the German Stock Corporation Act, to transfer the shares of the remaining shareholders ("minority shareholders") to the majority shareholder in return for an appropriate cash compensation. The transfer resolution was entered in Phocos AG's commercial register at Ulm Local Court (HRB 4231) on February 17, 2021. Thus, by act of law, all shares held by Phocos AG's minority shareholders were transferred to Helios Solar Holdings Inc.

Pursuant to the transfer resolution, the exiting minority shareholders are to receive a cash compensation that is to be paid by Helios Solar Holdings Inc in the amount of EUR 2.68 per Phocos AG no-par value share, with a proportionate amount of the share capital of EUR 10.00 attributable to each share.

The appropriateness of the cash compensation was audited by Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, located in Nymphenburger Strasse 3b, 80335 Munich, Germany, which is the auditor selected and appointed by the court, and it was approved by the Stuttgart District Court, in accordance with the resolution of July 28, 2020, with the file reference: 40 O 34/​20 Commercial Court (KfH) German Stock Corporation Act.

The cash compensation shall bear an annual interest rate of 5 per cent above the respective base interest rate, as calculated from the date of the court announcement of the entry of the transfer resolution in the commercial register.

If the competent court legally determines a higher cash compensation in proceedings pursuant to § 327f Stock Corporation Act (AktG) in conjunction with the provisions of the German Act on Appraisal Proceedings (Spruchverfahrensgesetz), or if Helios Solar Holdings Inc undertakes to pay a higher cash compensation to a departing shareholder in a settlement to avert or end such proceedings, or if Helios Solar Holdings Inc determines a higher cash compensation on its own initiative, a corresponding supplement to the cash compensation will be granted to all minority shareholders who have left as a result of the transfer.

The payment of the cash compensation shall be made by the

J.P. Morgan AG Frankfurt am Main, Germany

as paying agent. The payment of the cash compensation shall take place immediately.

Cash settlement amounts that have not been received by the beneficiaries by 1st July, 2021 shall be deposited in favor of the beneficiaries at the competent local court in Ulm (depository), waiving the right of redemption.

Ulm, in February 2021

Helios Solar Holdings Inc

Michael Sonnenfeldt

The Management Board

published in Bundesanzeiger of 1 March 2021