1 General Disclosures

SMG Swiss Marketplace Group Holding AG (hereinafter the Company) is a private limited company with its registered office located at Thurgauerstrasse 36 in 8050 Zurich, Switzerland.

1.1 Incorporation and Initial Public Offering

The Company was incorporated under Swiss law on 4 September 2025 by way of a cash incorporation. Under the pre-IPO restructuring completed prior to the first day of trading, all shareholders contributed their shares in SMG Swiss Marketplace Group AG to the Company as a contribution in kind. As a result, the Company became the sole shareholder of SMG Swiss Marketplace Group AG. Further information on the pre-IPO restructuring is provided in the Group’s Consolidated Financial Statements.

On 19 September 2025, the Company successfully completed its initial public offering on the SIX Swiss Exchange. The Company did not issue any new shares, nor did it receive proceeds from the sale of existing shares.

1.2 Basis of Preparation

These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Significant accounting and valuation principles applied in preparing the financial statements that are not prescribed by law are described in the following notes. The financial statements were prepared on a going-concern basis and are presented in CHF thousand. In accordance with Swiss accounting law, the creation and release of hidden reserves may influence the results presented in these financial statements.

The financial year in this case covers the period from 4 September to 31 December 2025, and no prior-year figures are presented as this is the first financial statement since the incorporation of the Company.

1.3 Significant Accounting and Valuation Principles

Treasury Shares

Treasury shares are recognised at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In the event of resale or allocation in the context of the Group’s equity-settled share-based compensation plans, the gain or loss incurred is allocated or charged to the legal capital reserves.

No dividends or repayments of legal capital reserves are distributed on treasury shares.

Share-based Compensation

Equity-settled share-based compensation transactions are measured at the grant-date fair value of the equity instruments granted. The grant-date fair value is recognised as personnel expense over the vesting period on a straight-line basis with a corresponding increase in liability, based on the number of awards expected to vest. Non-market vesting conditions are reflected by adjusting the number of equity instruments expected to vest, while market conditions are incorporated into the grant-date fair value measurement. Subsequent changes in the market price of the underlying equity instruments do not affect the amount recognised.

The Company is responsible for the administration of the Group’s equity-settled compensation plans and the allocation of shares to plan participants. The related personnel expenses are recharged to the respective subsidiaries on an arm’s-length basis.

Foregoing a Cash Flow Statement and Additional Disclosures in the Notes

As the Company prepared its consolidated financial statements in accordance with a recognised accounting standard (IFRS Accounting Standards), it has decided to forego presentation of additional information on audit fees in the notes or a cash flow statement in accordance with law.