Basis of Preparation and Key Accounting Assumptions

General Disclosures

SMG Swiss Marketplace Group Holding AG (SMG Holding or the Company) is a limited liability company with its registered office located at Thurgauerstrasse 36 in 8050 Zurich, Switzerland. These consolidated financial statements (financial statements) encompass SMG Holding and its subsidiaries, collectively referred to as the Group.

The Group provides a network of online marketplaces, to create a seamless digital ecosystem for its customers. It enables smooth transactions across a wide range of products and services.

The Board of Directors of SMG Holding approved the issuance of these financial statements on 11 March 2026. The financial statements are to be presented for approval at SMG Holding’s upcoming Annual General Meeting.

Incorporation of SMG Swiss Marketplace Group Holding AG and Pre-IPO Restructuring

On 4 September 2025, SMG Swiss Marketplace Group Holding AG was incorporated by way of a cash incorporation. The Company was formed with share capital of CHF 294,435.60, divided into 98,145,200 registered shares with a nominal value of CHF 0.003 each, reflecting the relative shareholdings of SMG Swiss Marketplace Group AG (SMG AG). SMG AG participated in the incorporation on behalf of Management Equity Plan (MEP) participants.

Prior to the initial public offering (IPO) and the first day of trading, the Group was legally restructured and SMG Holding became the new parent company. The pre-IPO restructuring comprised the following main steps:

• SMG AG sold shares in SMG Holding to the MEP participants at nominal value, corresponding to their previous shareholdings in SMG AG.
• All shareholders of SMG AG contributed their shares in SMG AG to SMG Holding as a contribution in kind. TX Group AG, Ringier AG and Schweizerische Mobiliar Holding AG contributed their respective shareholdings in SMG AG at book value, while General Atlantic SC B.V. and the MEP participants contributed their shares at fair market value.
• SMG AG contributed its treasury shares without consideration. The reserve for treasury shares was recognised in the equity of SMG Holding in an amount corresponding to the existing reserve in SMG AG.

With the exception of the sale of SMG Holding shares from SMG AG to the MEP participants and the contributions made by the MEP participants, the capital contribution qualified as tax-neutral restructuring.

The restructuring resulted in an increase in equity corresponding to the share capital of the new parent company and a change in the presentation of the Group’s equity. In accordance with IFRS Accounting Standards, the restructuring described above does not qualify as a business combination, as the transaction occurred under common control and the same shareholders retained control of the Group before and after the restructuring. Consequently, the transaction represents a continuation of the Group's existing business activities under a new parent company.

Under the IFRS Accounting Standards, this type of transaction falls outside the scope of the acquisition method. The Group therefore applied the book-value method, under which:

• Assets and liabilities were recognised at their existing carrying amounts from the consolidated financial statements of the former parent company;
• No goodwill or gain was recognised; and
• The comparative financial information (except for equity) is presented as if the new parent company had always been the parent company of the Group. Accordingly, earnings per share and other share-related information for the previous year were adjusted to reflect the revised capital structure and shares outstanding.

Under the restructuring, share capital and capital reserves were adjusted to reflect the legal capital structure of SMG Holding with a corresponding adjustment under other reserves.

Initial Public Offering

On 19 September 2025, SMG Holding successfully completed its initial public offering, and its shares commenced trading on the SIX Swiss Exchange. The offering comprised of 19,629,040 existing registered shares sold by certain current Principal Shareholders (refer to Note 5.2), including an over-allotment option, which was partially exercised, covering 2,053,541 existing registered shares (approximately 70% of the total over-allotment option). SMG Holding did not issue new shares and did not receive proceeds from the sale of existing shares. The listing provides the Group with access to the Swiss capital markets, increases its visibility and public profile, and establishes a liquid market for its shares.

Basis of Preparation

These financial statements for the year ended 31 December 2025 were prepared in accordance with the IFRS Accounting Standards, as issued by the International Accounting Standards Board (IASB), and are in compliance with Swiss law. They were prepared on a going concern basis and are presented in Swiss francs (CHF). Unless otherwise specified, figures are stated in thousands of Swiss francs (CHF thousand) and rounded accordingly. The reporting period covers twelve months.

The financial statements are prepared on historical cost basis, unless otherwise mandated by specific IFRS Accounting Standards or interpretations. Any exceptions that apply are explicitly disclosed in the accounting policies. The material accounting policies relevant to these financial statements are detailed in the notes.

Significant Judgements, Estimates, and Assumptions

The preparation of financial statements requires the exercise of judgement in applying the Group’s accounting policies and the use of accounting estimates that by nature may differ from actual outcomes.

This section provides an overview of areas that involve a higher degree of judgement or complexity and highlights items that are more likely to require material adjustments if estimates or assumptions prove to be incorrect. Detailed information regarding these estimates and judgements is provided in the relevant notes, including explanations of the calculation methodologies applied to the affected line items in the financial statements.

Judgements

Material judgements with significant risk refer to the subjective decisions and assessments made by the Group’s management when applying the IFRS Accounting Standards. These judgements may involve the selection of appropriate accounting methods, the interpretation of ambiguous or complex IFRS Accounting Standard regulations, and the assessment of facts and circumstances relevant to financial reporting.

Estimates

Estimates refer to numerical approximations made by management to address uncertainties in accounting. These estimates are based on assumptions and predictions and are inherently subject to uncertainty. The estimates applied by the Group in preparing these financial statements, in accordance with the IFRS Accounting Standards, reflect conditions as at 31 December 2025 and 31 December 2024.

The risks and uncertainties to which the Group is exposed include the following:

New and Amended IFRS Accounting Standards and Interpretations

IFRS Accounting Standards Newly Applied in 2025

The Group applied the following new and amended IFRS Accounting Standards from 1 January 2025. This had no material impact on the Group’s financial statements.

Amended IFRS Accounting Standards and Interpretations Issued but Not Yet Effective

Several new or amended IFRS Accounting Standards are effective for annual reporting periods beginning on or after 1 January 2026, with earlier application permitted. However, the Group has not opted for early adoption of these new or amended IFRS Accounting Standards in preparing these financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1 Presentation of Financial Statements, is effective for annual reporting periods beginning on or after 1 January 2027. The new standard introduces the following key requirements:

• Classification of all income and expense into five categories: operating, investing, financing, discontinued operations, and income tax. A newly defined operating profit subtotal must also be presented. The implementation of these changes does not affect profit after tax.
• Disclosure of management-defined performance measures (MPMs) in a dedicated note within the financial statements.
• Consideration of enhanced guidance on the grouping and presentation of information within the financial statements.
• Use of the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

The Group has commenced a comprehensive assessment of the impact of the new standard, with particular focus on the structure of the Group’s statement of profit or loss, the statement of cash flows, and the additional disclosure requirements relating to MPMs. To ensure the availability of comparative information for 2026, the Group has initiated measures to implement the requirements of IFRS 18. The reclassification of certain financial transactions (for example, foreign exchange gains and losses) to the operating category of the statement of profit or loss, as required by IFRS 18, will result in operating profit reflecting these effects going forward.

Other IFRS Accounting Standards

The following new and amended IFRS Accounting Standards are not expected to have a significant impact on the Group’s financial statements.