Notes to the Financial Statements of the Parent Company

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.

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.

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.

For information on the Company’s other indirectly held investments, refer to the Group’s Consolidated Financial Statements.

As of 31 December 2025, the share capital of the Company amounted to CHF 294,435.60 and consisted of 98,145,200 fully paid shares with a nominal value of CHF 0.003 per share. Since the incorporation, there have been no changes to the share capital.

Capital Band and Conditional Capital

The Company has a capital band ranging from CHF 279,713.82 (lower limit) to CHF 309,157.38 (upper limit). Within this range, the Board of Directors is authorised to increase or reduce the share capital one or more times by 2 September 2030 at the latest, either by issuing or cancelling up to 4,907,260 shares with a nominal value of CHF 0.003 each, or by adjusting the nominal value of existing shares. The additional terms and conditions of the capital band are set out in Article 3 of the Articles of Association.

The Company’s share capital may be increased by way of conditional capital up to CHF 14,721.78 through the issuance of up to 4,907,260 shares with a nominal value of CHF 0.003 each. The additional terms and conditions of the conditional capital (including the purpose and the group of beneficiaries with subscription rights) are set out in Article 3b and 3c of the Articles of Association.

Under Article 3d of the Articles of Association, the number of new shares that may be issued from the capital band and the conditional capital is limited to a cumulative maximum of 4,907,260 shares.

As of 31 December 2025, there had been no capital increases or reductions within the capital band, nor shares issued out of conditional capital since its introduction in September 2025.

The contribution in kind relating to the pre-IPO restructuring was recognised net of directly attributable issuance stamp tax of CHF 261 thousand, resulting in a closing balance of CHF 901,398 thousand. Of this amount, CHF 461,965 thousand has been confirmed by Switzerland’s Federal Tax Administration as reserves from capital contributions, which may be repaid without deduction of Swiss withholding tax in accordance with Article 5 para. 1bis of the Withholding Tax Act.

Treasury shares are held in connection with the Group’s equity-settled share-based compensation plan. They represent the net difference between shares purchased on the market or repurchased from departing plan participants, and shares allocated to plan participants.

Movements in Treasury Shares

Under the pre-IPO restructuring, SMG Swiss Marketplace Group AG contributed its 16,840 treasury shares, with a nominal value of CHF 0.003 per share, to the Company without consideration. The reserve for treasury shares was established at the Company in the amount previously recognised at SMG Swiss Marketplace Group AG, with a corresponding offset to legal capital reserves.

The dividend income was offset against an existing intercompany loan granted shortly after the Company’s establishment to finance its initial set-up and ongoing operations.

The annual average number of full-time equivalent employees did not exceed 10 during the reporting period.

For further information on compensation of the members of the Board of Directors and the Executive Leadership Team, refer to the Compensation Report.

There were no significant events after the balance sheet date that could impact the book value of the assets or liabilities or that would need to be disclosed here.