Warrant Distribution Q&A

Through the planned pro-rata distribution of warrants as a dividend (the “Dividend Warrants”) to stockholders and other eligible recipients (as defined below), Danimer may enable deleveraging and/or raise new capital while protecting all stockholders, large and small, from dilution. All our stockholders, and other eligible recipients, receive the opportunity to either increase their investment in the Company or to sell their Dividend Warrants for cash. This distribution underscores the inherent strength the Board and management see in Danimer and the confidence they have in the Company’s ability to deliver long-term profitable growth.

Yes. In order for Danimer to be able to issue enough shares in the event that all of the Dividend Warrants to purchase shares of Common Stock are exercised, it must amend the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the authorized number of shares of the Company’s Common Stock. In order to amend the Certificate of Incorporation in this way, the Company’s stockholders eligible to vote at the Company’s upcoming annual meeting must vote in favor of a proposal to increase the authorized number of shares of Common Stock. The annual meeting will be held on or about July 9, 2024. If the stockholders do not approve the proposal to increase the authorized number of shares of the Company’s Common Stock at the Company’s annual meeting, then no Dividend Warrants will be issued.

Danimer has selected May 13, 2024 as the record date for its annual meeting. This means that holders of the Company’s common stock as of May 13, 2024 are eligible to vote on all proposals at the Company’s meeting, including the proposal to increase the authorized number of shares. Danimer has also selected May 13, 2024 as the record date for the Dividend Warrants as more fully explained below. Therefore, only those stockholders having the right to vote at the annual meeting together with the other eligible recipients described below will receive the Warrant Dividend. Eligible stockholders are free to vote for or against the proposal to increase the authorized number of shares of the Company’s Common Stock but, if the proposal is not approved, there will be no Dividend Warrants issued.

As it does every year, Danimer will prepare a proxy statement that describes each proposal that stockholders as of the Record Date get to vote on (the “Proxy Statement”). This year the Proxy Statement will include a proposal to increase the authorized number of shares of the Company’s Common Stock. Danimer anticipates that the Proxy Statement will be filed with the SEC and made available to stockholders in late-May or early-June 2024. Voting instructions will be included in the Proxy Statement and a notice will be mailed to stockholders that are eligible to vote at the annual meeting.

Danimer’s current Certificate of Incorporation provides that the Company is authorized to issue up to 200,000,000 shares of its Common Stock. While the Company has not yet determined the amount of the increase in shares of Common Stock that it will seek, it currently anticipates that the increased number will include a number of shares sufficient to fully cover the exercise of all Dividend Warrants as well as additional shares that will enable the Company to continue to raise capital to fund its business activities. The total number of shares will be specified in the Proxy Statement.

No, this pro-rata Dividend Warrant distribution is not dilutive for holders of the Company owning three or more shares of the Company’s Common Stock as of May 13, 2024 (the “Record Date”). It is not dilutive after the exercise date for any stockholder who chooses to exercise their Dividend Warrants early during the Bonus Share Fraction (as defined below) period.

Stockholders of the Company owning three or more shares of the Company’s Common Stock as of the Record Date. Holders of our 3.25% Convertible Senior Notes due 2026 (the “Convertible Notes”) and holders of our pre-funded common stock purchase warrants dated March 25, 2024 (collectively, “other eligible recipients”) will also receive the distribution with respect to the shares of Common Stock underlying those securities, on terms and conditions as set forth in the agreements governing such securities and the warrant agreement to be filed with the SEC on the Distribution Date. The warrant agreement will also be posted in the Investor Relations section of the Company’s website at www.DanimerScientific.com. You should carefully read the warrant agreement and the other documents filed with the SEC by Danimer.

If the proposal to increase the authorized number of shares under the Company’s Certificate of Incorporation is approved at the Company’s annual meeting on July 9, 2024, we expect to distribute the Dividend Warrants to stockholders and other eligible recipients on or about July 12, 2024 (the “Distribution Date”).

No, the Dividend Warrants are being distributed to all stockholders and other eligible recipients at no cost.

Danimer intends to use any cash proceeds from the exercise of the Dividend Warrants for general corporate purposes. Pursuant to the warrant agreement, Danimer may from time-to-time permit use of designated series of its outstanding debt securities (“designated notes”) to pay the exercise price. Exercise of Dividend Warrants in exchange for designated notes will not result in any cash proceeds to Danimer but will reduce the amount of debt Danimer has outstanding.

If all Dividend Warrants distributed are fully exercised in exchange for designated notes, the amount of our outstanding designated notes would be reduced by approximately $234 million.

Danimer is distributing Dividend Warrants to all stockholders and other eligible recipients. The Dividend Warrants are expected to be listed to trade on the OTCQX. Stockholders

benefit either by increasing their investment in the Company or selling their Dividend Warrants for cash. Stockholders would also benefit from Danimer’s reduced leverage following any exercise of the Dividend Warrants with designated notes.

Each stockholder will receive one Dividend Warrant for every three shares of Common Stock held as of the Record Date, with fractional Dividend Warrants rounded down. As a result, stockholders who own fewer than three shares will not be entitled to any Dividend Warrants. Other eligible recipients will receive Dividend Warrants based on the same ratio of shares of Common Stock underlying the Convertible Notes or pre-funded warrants they hold in accordance with the terms of the agreements governing such securities and the warrant agreement.

We will not issue any shares of Common Stock directly in the Dividend Warrant distribution but will issue shares of Common Stock upon exercise of Dividend Warrants. The issuance and distribution of Dividend Warrants will only result in the issuance of additional shares of Common Stock to the extent holders choose to exercise the Dividend Warrants (including those that purchase Dividend Warrants in the OTC market). Holders who choose to exercise during certain periods specified in the warrant agreement will receive an additional one-half of a share of Common Stock, without any additional cost (the “Bonus Share Fraction”).

No. Subject to Danimer’s stockholders voting to increase the number of authorized shares of the Company’s Common Stock at the Company’s annual meeting, you do not have to do anything to receive the Dividend Warrants. All holders of record of at least three shares of Common Stock and other eligible recipients as of the Record Date will have automatically received the Dividend Warrants in book-entry form on the Distribution Date, subject to Dividend Warrants that are rounded down. If you hold your shares, Convertible Notes or Dividend Warrants through a brokerage account, bank or financial institution and are thus a holder in “street name”, contact your broker for further information. If your shares, Convertible Notes or warrants are held in a registered account with Danimer’s transfer agent, contact Continental Stock Transfer & Trust Company, 1 State Street, New York, NY 10004, Attention: Compliance Department Email: compliance@continentalstock.com, for further information.

Yes. The Dividend Warrants are transferable and are expected to trade over the counter, although we cannot provide any assurances that an active trading market for the Dividend Warrants will develop or continue or that there will be liquidity in the trading market for the Dividend Warrants, or the price at which the Dividend Warrants will be able to be resold. You should consult your financial advisor or broker for assistance.

You can exercise the Dividend Warrants (i) at any time starting on the date of issuance for Dividend Warrants exercised with cash or (ii) at any time starting on July 26, 2024 for Dividend Warrants exercised with designated notes, if any, until the earlier of (x) 5:00 p.m. New York City time on the first anniversary of the Distribution Date and (y) 5:00 p.m. New York City time on the Trading Day prior to the Redemption Date, as defined in the warrant agreement to be filed with the SEC on the Distribution Date. The warrant agreement will also be posted in the Investor Relations section of the Company’s website at www.DanimerScientific.com. You should carefully read the warrant agreement and the other documents when they are filed with the SEC by Danimer.

We are offering a Bonus Share program to attract further investment in the Company and to reward stockholders and other eligible recipients who exercise Dividend Warrants prior to the Bonus Share Expiration Date.

Holders may exercise their Dividend Warrants during the defined Bonus Share Fraction period. Those who do so will receive an additional one-half (0.5) of a share of Common Stock per Dividend Warrant as a “bonus” share, without additional cost. Holders who receive a Bonus Share Fraction will have paid an effective price of approximately $3.33 per share of Danimer Common Stock.

The Bonus Share Fraction period begins on the Distribution Date of the Dividend Warrants, which we anticipate will be on or about July 12, 2024.

The Bonus Share Expiration Date will be the first trading day following the date in which the daily volume weighted average price (“VWAP”) of the shares of Common Stock has been at least equal to a specified price, initially $2.00 per share, for at least twenty (20) trading days each falling on or after August 1, 2024 (whether or not consecutive) out of thirty (30) consecutive trading days (the “Bonus Share Expiration Price Condition”). The full details of the Bonus Share feature will be set forth in the warrant agreement to be filed with the SEC on the Distribution Date. The warrant agreement will also be posted in the Investor Relations section of the Company’s website at www.DanimerScientific.com. You should carefully read the warrant agreement and the other documents filed with the SEC by Danimer.

Fractional Dividend Warrants will not be issued or distributed. If any fractional Dividend Warrant would otherwise be required to be issued or distributed, Danimer will round down the total number of Dividend Warrants to be issued to the relevant holder to the nearest whole number. As a result, stockholders or other eligible recipients who own (or own Convertible Notes or pre-funded warrants exercisable for) three or fewer shares (or combined multiples thereof) will not be entitled to any Dividend Warrants as a result of such shares. For example, stockholders who own 2,220 or 440 shares of Common Stock would receive zero, 73 and 146 Dividend Warrants, respectively.

The Dividend Warrants will expire at 5:00 p.m. on the first anniversary of the Distribution Date (“Expiration Date”). The Dividend Warrants may also be redeemed earlier if elected by Danimer, subject to the Redemption Price Condition (as defined below) and a 20-business day notice period, as set forth in the warrant agreement to be filed with the SEC on the Distribution Date. The warrant agreement will also be posted in the Investor Relations section of the Company’s website at www.DanimerScientific.com. You should carefully read the warrant agreement and the other documents filed with the SEC by Danimer.

The Dividend Warrants will be redeemable by the Company on or after August 1, 2024, upon twenty (20) calendar days’ notice, from and after the first trading day following the date in which the daily VWAP of the shares of Common Stock has been at least equal to a specified price, initially equal to the Exercise Price, for at least twenty (20) trading days (whether or not consecutive) out of thirty (30) consecutive trading days (the “Redemption Price Condition”). The Company may redeem the Dividend Warrants at its sole option at any time after the Redemption Price Condition has been met, even if the trading price of the Common Stock subsequently declines.

If you exercise Dividend Warrants before the Bonus Share Expiration Date, you will receive 1.5 shares for each Dividend Warrant exercised. Therefore, you will receive 1.5 shares for $5.00, which is an effective purchase price of $3.33 per share.

If you exercise Dividend Warrants after the Bonus Share Expiration Date, you will receive 1.0 shares for each Dividend Warrant exercised. Therefore, you will receive 1.0 shares for $5.00, which is an effective purchase price of $5.00 per share.

The exercise price of the Dividend Warrants is $5.00 per Dividend Warrant and may be paid with any notes that are designated notes as of the exercise date at their $1,000 par value. For purposes of payment of the Exercise Price, $1,000 principal amount of designated notes is to be equal to the aggregate Exercise Price of 200 Dividend Warrants.

A Dividend Warrant holder who surrenders designated notes will be credited the $1,000 face value of those notes against the exercise price of the Dividend Warrants, regardless of the notes’ trading price. If you exercise 200 Dividend Warrants with one bond with a principal amount of $1,000 before the Bonus Share Expiration Date, you will receive 300 shares.

A Dividend Warrant holder who surrenders designated notes will be credited the $1,000 face value of those notes against the exercise price of the Dividend Warrants, regardless of the notes’ trading price. If you exercise 200 Dividend Warrants with one bond with a principal amount of $1,000 after the Bonus Share Expiration Date, you will receive 200 shares.

Dividend Warrants are expected to trade on the over-the-counter market, although we cannot assure you at what prices the Dividend Warrants will trade, if any. Stockholders and other eligible recipients are encouraged to consult their financial advisors for more information.

All stockholders and other eligible recipients of record as of the Record Date (May 13, 2024) are eligible to receive this distribution, including management.

Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system on or about the Distribution Date, a copy of which will then be available on the "SEC Filings" tab of the investor relations page of Danimer’s website at www.DanimerScientific.com. All public notices relating to the Dividend Warrants will also be published on this website.

As of May 6, 2024, the Company had approximately 116.4 million shares outstanding. In addition, the Company issued pre-funded warrants to purchase Common Stock that are eligible to receive Dividend Warrants; there are approximately 1.6 million pre-funded warrants remaining. As mentioned in FAQ #[7] above, the Convertible Notes are also eligible to receive Dividend Warrants on an “as converted” basis of approximately 22.3 million shares. Summing these items and then dividing by three to account for one Dividend Warrant being issued for every three shares (or equivalent) would imply approximately 46.8 million Dividend Warrants.

As described in FAQ #[19] and #[20] above, from the date of issuance until the Bonus Share Expiration Date, each Dividend Warrant will receive 1.5 shares of stock at exercise. Assuming all Dividend Warrants are exercised prior to the Bonus Share Expiration Date, there would be approximately 70.1 million shares issued.

As provided in FAQ #[31] above, the Company anticipates approximately 46.8 million Dividend Warrants to be issued at an exercise price of $5.00 per Dividend Warrant. If all of the Dividend Warrants were exercised for cash, the total proceeds would be approximately $234 million.

Similarly, as provided in FAQ #[31] above, if all of the Dividend Warrants were exercised using Convertible Notes, the total debt reduction would be approximately $234 million. As provided in FAQ #[18], the Convertible Notes can be used to fund the exercise of Dividend Warrants at each note’s $1,000 principal value.

The par (or face) value of each Convertible Note is $1,000. While the Convertible Notes may be bought and sold in a bond market, trading activity for the Convertible Notes has been infrequent. The most recent trade of Convertible Notes that we identified occurred on May 8, 2024 at an equivalent price of approximately $170.00 or 17.00% of par.

As provided in FAQ #[20], the first trading day following the last day of such 20 day period is the Bonus Share Expiration Date. Dividend Warrants must be exercised no later than 5:00p.m. on the Bonus Share Expiration Date in order to receive the Bonus Share Fraction.

Further, as outlined in FAQ #[18], after the occurrence of the Bonus Share Expiration Date, the designated notes will be automatically removed from being designated for exercise.

Danimer intends to structure this warrant distribution as a non-taxable distribution under section 305(a) of the U.S. Internal Revenue Code. Tax law and accounting rules are complex and can vary from state to state and person-to-person. Danimer does not provide, and does not offer, any advice regarding the tax or accounting treatment of our warrant distribution or its impact on your personal finances. This Q&A is for informational purposes only, and is not intended, and should not be relied upon, for tax, legal or accounting advice. You should consult with and rely only on your tax, legal and accounting advisors prior to engaging in any transaction related to this warrant distribution.