Additional Information

Compensation, Shareholdings, and Loans

Please refer to the Compensation Report for detailed information on compensation paid to and shareholdings of the members of the Company’s Board of Directors and the Executive Leadership Team, as well as loans granted to those individuals.

Shareholder Participation Rights

Voting Rights Restriction and Representation

Restrictions on Voting Rights and Exceptions

Each share carries one vote. Shareholders are entered in the share register with voting rights upon declaration that they have acquired the shares in their own name and for their own account, that they are not subject to redemption or return agreements, that they bear the economic risk associated with the shares, and that they comply with the applicable disclosure obligations under the Financial Market Infrastructure Act. The Company may refuse registration on the grounds set out in the Articles of Association. Shareholders who are not registered with voting rights may not exercise voting rights.

Anyone who does not expressly declare that they hold the shares for their own account are considered nominees, and may be registered with voting rights up to 5% of the share capital. Registration with voting rights above this threshold requires disclosure of the beneficial owners that hold 0.5% or more of the share capital and compliance with the applicable disclosure obligations. Shareholders and nominees acting in concert are deemed to constitute one single shareholder.

Legal entities, partnerships, associations, or joint ownership arrangements that are linked through capital ownership, voting rights, common management, or in any comparable manner, as well as individuals, legal entities, or partnerships (including syndicates) acting in concert, are deemed to constitute one single shareholder or nominee. For voting purposes, such groups are treated as one shareholder in accordance with Article 11 para. 3 of the Articles of Association.

No exceptions to voting rights restrictions were granted in the year under review.

Participation in the Shareholders’ Meeting

The provisions of the Articles of Association governing participation in the Shareholders’ Meeting mirror the statutory requirements. Shareholders may be represented at the Shareholders’ Meeting by the Independent Proxy or by a representative appointed in writing. The Board of Directors determines the requirements applicable to proxies and voting instructions.

The Board of Directors determines the venue and form of the Shareholders’ Meeting and may permit electronic participation or decide to hold the Shareholders’ Meeting as a virtual meeting.

Instructions to the Independent Proxy and Electronic Participation in the Shareholders’ Meeting

The Independent Proxy is elected at the Annual General Meeting for a term that ends at the close of the next Annual General Meeting, with re-election permitted. The duties of the Independent Proxy are governed by law. The Board of Directors determines the requirements that apply to voting instructions.

At the Extraordinary General Meeting on 9 September 2025, the law practice REBER Rechtsanwälte, Römerschloss, Asylstrasse 64, 8032 Zurich, Switzerland was elected as Independent Proxy. The Board of Directors may permit shareholders who are not physically present at the Shareholders’ Meeting to exercise their rights by electronic means.

Quorum Requirements

An absolute majority of the votes represented at a Shareholders’ Meeting is required for resolutions and elections, unless otherwise determined by law. For certain important matters such as a change of the Company purpose and registered office, the dissolution of the Company, and certain matters relating to capital changes, Article 704 of the Swiss Code of Obligations requires at least two-thirds of the voting rights represented and an absolute majority of the nominal value of shares represented.

The Company’s statutory provisions mirror the applicable legal requirements. For further information, please refer to Article 11 et seq. of the Articles of Association.

Convocation of the Shareholders’ Meeting

The Company's statutory provisions set out in article 8 of the Articles of Association do not deviate from the applicable legal requirements.

The Annual General Meeting is held each year within six months of the close of the Company’s financial year, in accordance with Article 8 of the Articles of Association. An Extraordinary General Meeting may be convened by the Board of Directors, the auditors, or a Shareholders’ Meeting. Shareholders who individually or jointly hold shares representing at least 5% of the share capital or voting rights may also convene an Extraordinary General Meeting by submitting a written request specifying the matters to be discussed and the corresponding proposals and, in the case of elections, the names of the proposed candidates.

Inclusion of Items on the Agenda

Under Article 9 of the Articles of Association, the Board of Directors determines the agenda items for the Shareholders’ Meeting. Shareholders who individually or jointly represent at least 0.5% of the share capital or voting rights may request that an item be included on the agenda or that a proposal relating to an agenda item be included in the notice convening the Shareholders’ Meeting. Such requests must be submitted to the Chairperson of the Board of Directors in writing at least 45 calendar days prior to the date of the Shareholders’ Meeting and must specify the agenda item and the proposal.

No resolutions may be passed at the General Meeting on motions concerning agenda items that have not been duly announced, except as permitted by law. No prior notice is required for proposals relating to items already on the agenda or for the discussion of matters not subject to resolution.

Entries in the Share Register

The qualifying date (record date) for determining shareholders’ entitlement to participate in the Shareholders’ Meeting based on the entries in the share register is designated by the Board of Directors for each Shareholders’ Meeting and is specified in the notice convening the Shareholders’ Meeting.

Change of Control and Defence Measures

Mandatory Offer, Opting-Out, Opting-Up

Under Article 135 of the Financial Market Infrastructure Act (FinMIA), any person who, alone or acting in concert with others, exceeds the threshold of 33⅓% of the voting rights of a listed company, whether exercisable or not, is required to make a mandatory public tender offer to all other shareholders.

Article 32 of the Articles of Association provides for a selective opting-up in favour of TX Group AG, its subsidiaries, and any natural or legal persons who, alone or acting in concert, control TX Group AG, including any intermediate entities. For these persons, the obligation to submit a public tender offer under Article 135 FinMIA only arises once they exceed a threshold of 35% of the voting rights through the acquisition of shares or otherwise.

Apart from this selective opting-up provision, the Articles of Association do not contain general opting-out or opting-up clauses.

Change of Control

The Group’s share-based compensation plan provides for pro-rata vesting in the event of a change of control. Otherwise, there are no contractual change-of-control provisions for any members of the Board of Directors or the Executive Leadership Team.

External Auditors

Duration of the Mandate and Terms of Office of the Lead Auditor

KPMG AG, Badenerstrasse 172, 8004 Zurich, Switzerland, has been serving as the Company’s independent auditor since its incorporation on 4 September 2025. KPMG AG is registered with Switzerland’s Federal Audit Oversight Authority, which is responsible for the licensing and supervision of audit firms and individuals who provide audit services in Switzerland. Under Article 20 of the Articles of Association, the statutory auditor is elected by the Shareholders’ Meeting for a term of one year, which ends with the approval of the Annual Financial Statements by the Annual General Meeting. The statutory auditor may be re-elected but may also be dismissed for cause at any time.

Since the Company’s incorporation on 4 September 2025, the lead auditor responsible for the current audit mandate has been Matthias Bachmann. In accordance with legal requirements, the lead auditor must be rotated every seven years.

For context, KPMG AG has also served as the independent auditor of SMG Swiss Marketplace Group AG and the remainder of the Group since 2024, with Matthias Bachmann acting as lead auditor for those engagements as well.

Auditing Fee and Additional Fees

The disclosed fees for professional services incurred with KPMG AG represent the expenses recognised in the statement of profit or loss during the reporting period, net of IPO costs recharged to Principal Shareholders.

Information Instruments Pertaining to the External Audit

To support the Board of Directors in its oversight duties, the Risk and Audit Committee (RAC) evaluates the auditors with respect to their qualifications, independence, effectiveness, and performance, in accordance with applicable legal provisions. The RAC also reviews any additional assignments entrusted to the auditors.

The RAC makes recommendations to the Board of Directors regarding the appointment, re-appointment, dismissal, and remuneration of the auditors, and assists the Board of Directors in preparing corresponding proposals for the General Meeting.

The RAC reviews the auditor’s reports and management letters and discusses them with the auditors, and receives updates from the Chief Financial Officer for the attention of the Executive Leadership Team. The RAC also reviews and assesses the scope, methods, and results of audits, and verifies that auditor recommendations have been implemented by the Executive Leadership Team.

The RAC is in regular communication with the auditors and holds at least one annual private session with them, without the Chief Executive Officer, Chief Financial Officer, or any other member of the Executive Leadership Team present. The RAC may invite the auditors to its meetings as needed.

During the reporting period, specifically, between the incorporation of the Company on 4 September 2025 and the end of the year, the external auditors were in regular contact with the RAC and the Chief Financial Officer. The auditors attended one meeting of the RAC to present their audit strategy and audit timeline, but did not attend meetings of the Board of Directors.

Information Policy

The Company provides timely, transparent, and comprehensive communication to shareholders and other interested parties. Price-sensitive information is published immediately in accordance with the applicable ad-hoc disclosure requirements of the SIX Swiss Exchange, and simultaneously submitted to the SIX Swiss Exchange, and posted on the Group’s Ad-Hoc News site where it is retained for a minimum of three years. The Group’s website also provides a news and subscription service that allows interested parties to receive free, timely notification of price-sensitive facts via email.

The Company publishes its Annual Report, Sustainability Report, and Half-Year Report in electronic form and makes them available to all interested parties. The Annual Report and Sustainability Report are published within four months of the balance sheet date of 31 December, while the Half-Year Report is published within three months of the balance sheet date of 30 June. All reports are available for download in PDF format.

Both the Annual Report and the Half-Year Report are announced via press releases and through media and investor conferences, held either by webcast or conference call. The invitation to the Annual General Meeting is published on the Group’s website and in the Swiss Official Gazette of Commerce. It is also sent by mail to the shareholders entered in the share register.

In addition to financial disclosures and ad-hoc announcements, the Company’s website provides general corporate news as well as non-financial information of potential relevance to stakeholders, including the financial calendar and information on sustainability issues.

Copies of all information and documents pertaining to press releases, media conferences, investor updates, and presentations at analyst and investor presentation conferences can be downloaded from the Company’s website or obtained from the Company upon request at SMG Swiss Marketplace Group Holding AG, Investor Relations, Thurgauerstrasse 36, 8050 Zurich, Switzerland (email: ir@swissmarketplace.group).

Trading Restrictions

In order to comply with applicable financial market and securities laws and regulations on market conduct and to prevent the improper use, or the appearance of improper use, of confidential and price-sensitive information, the Board of Directors has adopted an Insider Trading Policy, which has been in force since 19 September 2025.

The Group imposes regular blocked periods starting on 30 June and 31 December of each year and ending after the close of one SIX trading day following the public release of the Company’s half-year and full-year results, respectively.

During these blocked periods, members of the Board of Directors and the Executive Leadership Team as well as selected employees who may have access to price-sensitive information are prohibited from trading in the Company’s securities.

In addition, the Company may impose extraordinary blocked periods outside the regular blocked periods on individuals who may have access to price-sensitive information, for example in connection with specific projects or matters that may give rise to ad-hoc disclosures. These extraordinary blocked periods remain in effect until the relevant information has been made public. The individuals concerned are informed and prohibited from trading in the Company’s securities during such periods.