Results of Share Purchase Plan and Overseas Offer

Market

Announcement

27 December 2013

Ceramic Fuel Cells Limited

("Ceramic" or the "Company")

Completion of A$5.8 million (£3.2 million) SPP and Overseas Offer

Ceramic Fuel Cells Limited (AIM / ASX: CFU), a leading developer of generators that use fuel-cell technology to convert natural gas into electricity and heat for homes and other buildings, is pleased to confirm that further to its announcement of 4 December 2013, it has conditionally raised A$5.8 million (£3.2 million) (before expenses).

Details of the SPP

The Company has raised A$4.2 million (£2.3 million) (before expenses) by way of the allotment of 109,302,848 new ordinary shares of nil par value in the Company ("Ordinary Shares") at a price of 3.84 cents (approximately 2.14 pence) per share pursuant to a share purchase plan offered by the Company by which eligible shareholders in Australia and New Zealand could subscribe for up to A$15,000 of new Ordinary Shares per shareholder (the "SPP").

Details of the Overseas Offer

The Company has also raised £0.88 million (approximately A$1.6 million) (before expenses) by way of the allotment of 41,134,062 new Ordinary Shares at a price of 2.14 pence per share pursuant to an overseas offer made by the Company by which eligible shareholders in Europe could subscribe for new Ordinary Shares (the "Overseas Offer"). The Overseas Offer is conditional upon the admission of the shares to be issued pursuant to the Overseas Offer to trading on AIM.

Subscription Price

The subscription prices for the SPP and Overseas Offer were designed to give eligible shareholders the ability to subscribe for new Ordinary Shares at the same price as the investors who subscribed for the equity issue and convertible loan notes announced on 3 May 2013.

Admission

Application has been made for admission of the shares to be issued pursuant to the SPP and Overseas Offer (the "New Ordinary Shares") to trading on AIM ("Admission"). It is expected that Admission will become effective and trading in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 2 January 2014.

Application for quotation of these shares will also be made to the ASX as soon as practicable after allotment. The Company will make the appropriate announcements at that time.

The New Ordinary Shares will represent approximately 8.59 per cent. of the enlarged issued share capital of the Company immediately after Admission and will, when issued, rank in full for all dividends and other distributions declared, made or paid following their date of issue and otherwise will rank pari passu in all respects with the other Ordinary Shares then in issue.

Use of Proceeds

The proceeds of the SPP and Overseas Offer will be used to provide the Company with further working capital in order to fund: the existing operations of the Company; an increase in volume production of the Company's products to leverage economies of scale and increase sales towards achieving a cashflow positive position; further value engineering to drive down manufacturing costs; the purchase of capital equipment in order to be able to increase capacity at the high volume assembly plant at Heinsberg, Germany; and continuance of its research and product development programmes.

About Ceramic Fuel Cells Limited:

Ceramic is a world leader in developing fuel cell technology to generate highly efficient and low-emission electricity from widely available natural gas. Ceramic has sold its BlueGen gas-to-electricity generator to major utilities and other foundation customers in Germany, the United Kingdom, Switzerland, The Netherlands, Italy, Japan, Australia, and the USA. Ceramic is now focusing on markets in Germany, the United Kingdom and Benelux and is developing fully integrated power and heating products with leading energy companies E.ON UK in the United Kingdom and EWE in Germany.

www.cfcl.com.au

www.bluegen.info

Arden Partners Plc ("Arden Partners"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting as nominated adviser and broker exclusively for the Company in connection with the Overseas Offer. Its responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this announcement. No representation or warranty, express or implied, is made by Arden Partners as to any of the contents of this announcement for which the Directors and the Company are responsible (without limiting the statutory rights of any person to whom this announcement is issued). Arden Partners has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Arden Partners for the accuracy of information or opinions contained in this announcement or for the omission of any material information. Arden Partners will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this announcement in respect of the Overseas Offer or any acquisition of shares in the Company.

Forward-Looking Statements

Statements contained in this announcement, particularly those regarding possible, projected, or assumed future transactions, performance and results are or may include forward-looking statements. Such statements relate to future events and expectations and as such involve known and unknown risks and uncertainties. These risks and uncertainties include, among other things, market conditions, weather risks, economic and political risks. Forward-looking statements are not guarantees of future performance or an assurance that Ceramics' current assumptions and projections are valid. Actual results, actions, and developments may differ materially from those expressed or implied by those forward-looking statements depending on a variety of factors. Furthermore, any forward-looking statements presented are expressed in good faith and are believed to have a reasonable basis as of the date of this release. These forward-looking statements speak only as at the date of this announcement, and none of Ceramic, Arden or any of their respective officers, directors, employees or consultants assumes any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.