Ethical Business Conduct and Fair Competition

SMG is committed to responsible and ethical business practices, aligned with its vision and values. These principles are supported by governance and transparent decision-making, enabling leadership rooted in integrity. Clear structures and processes guide actions, and rigorous standards drive compliance with applicable laws and regulations.

The SMG approach to ethical conduct focuses on preventing undue influence, protecting fair market conditions, and mitigating risks related to bribery, corruption, and anti-competitive behaviour. These impacts and risks may arise from SMG’s own activities or through business relationships. By embedding ethical considerations into daily decision-making, the Group aims to uphold fair competition, protect stakeholder trust, and avoid negative impacts on people and the economy.

Governance and Compliance Framework

Roles, Responsibilities, and Oversight

The Group Compliance Officer bears overall responsibility for regulatory compliance at SMG, operating independently of the Executive Leadership Team. The Compliance Officer is appointed by and accountable to the Board of Directors and reports directly to the Chairperson of the RAC. The role is held in a dual function with the Director Legal & Compliance, who reports to the Executive Leadership Team. The Group Compliance Officer’s responsibilities include assessing potential legal, reputational, and financial risks and ensuring that managers and employees adhere to regulatory requirements. Additional designated employees support teams in maintaining operational compliance in areas such as data protection.

The Board of Directors and its committees typically meet four to five times per year, with additional ad-hoc meetings convened as needed. Each RAC meeting generally includes a dedicated agenda item on compliance, covering topics such as regulatory updates, compliance developments, and oversight needs. Details on the number of meetings, duration, and attendance for 2025 are provided in the SMG Corporate Governance Report.

The RAC receives reports on cybersecurity and data protection topics at least once per year, while the Board of Directors receives ad-hoc updates on any critical issues, emerging compliance matters including cybersecurity, and other relevant developments.

SMG maintains rigorous standards to ensure compliance with applicable laws and regulations in operations. There were no significant instances of non-compliance in 2025.²² Significant non-compliance is defined as breaches that result in, or could reasonably result in, administrative or judicial sanctions, fines, or enforcement measures with a material impact on financial statements, contingent liabilities, or risks.

SMG’s compliance, risk management, and oversight processes help to identify critical concerns. Critical concerns are defined as material legal, regulatory, ethical, or other risk-related issues, such as significant litigation, regulatory inquiries, or incidents with potential impact on stakeholders, reputation, or financial position. The Group Compliance Officer and the RAC jointly review these critical concerns, and the RAC keeps the Board of Directors informed through regular reporting and additional updates as required.

In 2025, critical concerns were reported to the Board of Directors primarily related to regulatory inquiries, data protection issues, competition-related reviews, internal conduct, and labour compliance matters. Several matters originated in prior financial years, including regulatory and data protection inquiries. All concerns were addressed through established governance and compliance processes, with oversight from the relevant committees.

Policies, Standards, and Training

The CoC forms the foundation of SMG’s ethical business framework. It outlines expectations around conflicts of interest, anti-corruption, confidentiality, data protection, non-discrimination, and human rights, in line with the UN Guiding Principles on Business and Human Rights (UNGPs). The CoC and any updates are approved by the Board of Directors.

The CoC reflects a commitment to integrity, decency, and a duty of care and loyalty in dealings with colleagues, customers, competitors, shareholders, and regulators. These commitments apply to all employees. The CoC also sets out SMG’s position on human rights, diversity, and equality of opportunity, emphasising respect, tolerance, and the active promotion of diverse teams under its sustainability strategy.

The CoC is supported by topic-specific policies and procedures, including Compliance Regulations; policies on competency, data protection, and whistleblowing; the Competition Law Framework and the Anti-Bribery Framework. Together with supplier guidelines, these form the policy framework for managing ethical business conduct. Policy updates and legal changes are communicated to employees through the intranet and messaging channels.

As the policy framework makes clear, compliance with laws and regulations, including the avoidance of violations, is the duty of every employee. To aid in compliance, ethical conduct commitments are embedded in defined responsibilities of the Group Compliance Officer, the Executive Leadership Team, as well as in mandatory annual compliance training for all employees. This training covers topics such as the CoC, data protection, bribery and corruption, conflicts of interest, and whistleblowing. In 2025, measures to support broader accessibility and engagement with CoC training were introduced. Enhanced communication and reminder cycles helped increase completion rates to 90% in 2025.

Conflicts of Interest

The governance framework defines responsibilities and procedures for managing conflicts of interest. In accordance with the revised Organisational Regulations, the Board of Directors and Executive Leadership Team members must arrange their personal and business affairs in such a way as to avoid conflicts of interest wherever possible. Members of the Board of Directors and Executive Leadership Team must also obtain written approval before accepting board mandates at publicly listed companies or other major external appointments.

Any actual or potential conflict of interest must be disclosed promptly, with members of the Board of Directors informing the Chairperson and Executive Leadership Team members informing the CEO. The Chairperson or CEO then determines proportionate measures to prevent undue influence on decision-making. If required, the Board of Directors votes in a two-stage procedure, including a second vote in the absence of the member(s) subject to a conflict of interest. For ongoing conflicts, options may include requesting the member’s resignation or allowing the member to serve their remaining term without the option of re-election.

Business Ethics in the Value Chain

Expectations for ethical and legally compliant behaviour extend to business relationships. In 2025, SMG further formalised these expectations with a standard contractual clause requiring suppliers above defined procurement thresholds (detailed in Upholding Human Rights and Preventing Child Labour) to comply with applicable laws and adhere to standards consistent with those in SMG’s CoC. Should a significant supplier fall short of expectations, the situation is evaluated, corrective actions are agreed with the supplier, and contract termination may be considered in cases of material breach.

SMG also requires relevant subsidiaries and selected suppliers that make a significant contribution to SMG’s products or services to comply with its Child Labour Self-Assessment Guideline, which helps determine whether there is a reasonable suspicion of child labour within suppliers’ operations. Details and outcomes of the child labour self-assessment are presented under Upholding Human Rights and Preventing Child Labour.

Raising Concerns and Remediation

SMG does not tolerate violations of the CoC and other internal directives, policies, and guidelines. It takes potential infringements seriously; allegations are investigated efficiently and promptly through impartial and objective assessments. If allegations are substantiated, appropriate corrective measures are taken. In the event of a substantial material violation, the Group Compliance Officer communicates the findings to the Chairperson of the RAC, who may notify the Executive Leadership Team or the Board of Directors.

Customers and users can raise concerns through the contact forms available on each of SMG’s platforms. For complaints relating to real estate platforms, users may also contact an independent mediation office of the Swiss Consumer Forum that supports neutral resolution of customer concerns.

SMG is dedicated to maintaining a workplace free from discrimination, retaliation, and harassment, and strives for a positive work environment grounded in ethics, compliance, transparency, and trust. To uphold these principles, the Group maintains a Whistleblowing Policy with clear reporting channels, enabling employees to raise concerns about potential violations related to business ethics, harassment, discrimination, and health and safety risks.

Employees may report concerns to line managers, HR, Legal & Compliance, or anonymously through a dedicated integrity line available throughout the Group and accessible in English as well as most local languages. All reports are handled with strict confidentiality and assessed promptly and thoroughly by the Group Compliance Officer, the Director HR, and/or the Chief Corporate Officer. Retaliation against whistleblowers or individuals who participate in investigations is strictly prohibited. In the reporting period, three concerns were raised. To maintain anonymity and the credibility of the process, SMG does not publish details of whistleblowing reports. All cases were reviewed, and no violations of internal regulations or applicable laws were identified.

Continuous Improvement

SMG continuously evaluates the effectiveness of its ethical business conduct framework through ongoing internal and external feedback.

Input reported to the RAC and Board of Directors supports the refinement of policies, procedures, and training. This feedback loop helps improve operational processes and improve the ethical business conduct framework. Internally, employee insights from reporting channels may also inform enhancements to the compliance management system.

Bribery and Corruption

SMG has a zero-tolerance policy on corruption, bribery, and any form of unfair advantage, whether through its own activities or business relationships. This approach is anchored in the CoC and Anti-Bribery Framework and enforced through behavioural rules, monitoring, and leadership accountability. Oversight is led by the Group Compliance Officer, with escalation to the RAC as required.

Particular exposure risks include gifts, hospitality, client events, and other benefits that could result in perceived or actual undue influence. Such outcomes can undermine fair competition, erode stakeholder trust, and expose SMG to reputational or legal consequences.

SMG assesses corruption risk annually through the ERM framework in all business operations. Internal monitoring and legal reviews indicate that overall exposure is low and primarily linked to client relationship management in corporate and commercial functions, as well as advertising contracts. Exposure in other areas remains minimal.

To mitigate risks arising from business relationships, SMG applies a risk-based due diligence approach to new and existing relationships to ensure suppliers and partners meet integrity and compliance expectations.

In 2025, SMG implemented an Anti-Bribery Policy for employees, establishing a structured approach that distinguishes between prohibited and acceptable benefits and clarifying how to handle “grey zone” situations that require managerial clearance. The policy also reinforces shared responsibility between employees, managers, and Legal & Compliance in assessing ambiguous situations.

The new policy was approved by the Board of Directors and communicated to employees via internal channels. SMG does not directly share internal anti-corruption policies with external business partners or other parties. Instead, it embeds expectations in standard contractual clauses that require suppliers above defined procurement thresholds to comply with applicable laws and standards aligned with the CoC.

Regular training is a central component of SMG’s prevention measures. An updated anti-bribery training programme based on the policy enhancements was launched in December 2025 and is mandatory for all employees. As the completion deadline falls in January 2026, final completion rates will be disclosed in future reporting periods.

Accounts Payable conducts regular reviews of outbound payments to identify potential anomalies, which it escalates to Legal & Compliance for further assessment. The Legal Team reviews contracts and commercial arrangements, particularly in advertising and relationships with media agencies, to identify potential corruption risks, including exposure to kickback schemes. There were no confirmed cases of corruption in 2025.

Maintaining Fair Competition

SMG is subject to a range of Swiss laws and regulations aimed at preventing anti-competitive behaviour, including the Cartel Act and the Price Supervision Act.

Committed to fair and open competition in all markets in which it operates, SMG complies with the applicable Swiss competition and price-supervision laws, as set out in the CoC. Potential competition-law risks are evaluated annually across SMG as part of ERM, with appropriate safeguards in place.

Given the market position and strength of the business, there is a potential risk that authorities could consider SMG to be dominant, or to hold (relative) market power in one or more markets in Switzerland in which SMG is active. SMG does not believe that it holds market power within the meaning of the Price Supervision Act nor a dominant or relative market power position within the meaning of the Cartel Act, and to date, no court or authority has issued a decision finding otherwise. As a precautionary measure, SMG nevertheless applies robust compliance standards and governance processes designed to ensure that its business conduct remains consistent with applicable competition and price-supervision requirements, including in situations where heightened regulatory scrutiny may apply.

SMG has established a comprehensive set of measures to manage competition-law and price-supervision risks across the Group. A key instrument is the competition law framework, approved by the Board of Directors in 2025, which formalises responsibilities, decision-making thresholds, and behavioural expectations for the Group.

Business initiatives, including price adjustments and commercial model changes, are closely coordinated with the Legal function to ensure consistency with Swiss anti-trust and price-supervision law requirements. Where necessary, SMG complements this internal risk management framework with case-specific advice from specialised external legal and economic counsel.

To reinforce organisational awareness, employees in key roles receive regular, tailored competition law training. These trainings strengthen internal standards and support consistent, responsible conduct. In 2025, 87 employees completed at least one hour of dedicated training designed to provide situation-specific guidance and articulate key organisational rules that mitigate competition-law compliance risks. Looking ahead, SMG will continue to strengthen its approach to fair competition.

Since its founding in 2021, SMG has had a number of informal interactions with different relevant authorities in connection with its business activities. In 2025, SMG reached an amicable agreement with the Office of the Price Supervisor (Preisüberwacher) regarding two informal probes relating to Ricardo and SMG Real Estate. As a result, they were discontinued, providing legal certainty for the following three years in this respect. One informal probe relating to Automotive remains ongoing as at 31 December 2025, with the outcome yet to be determined.

Over the same period, SMG was also subject to a preliminary investigation by the Secretariat of the Competition Commission regarding SMG Real Estate as well as a citizen’s enquiry submitted to the Secretariat regarding Ricardo, which likewise remained ongoing at year-end.

During the reporting period, there were no formal legal proceedings concerning anti-competitive behaviour, anti-trust, or monopoly practices initiated against SMG, and no binding orders, corrective measures, or sanctions imposed by courts or authorities.