5 Scope of Consolidation

This section provides disclosures on changes to the Group’s consolidated entities and details the Group structure and related parties.

5.2 Related Parties

The Group has identified its Principal Shareholders, the Board of Directors, and the Executive Leadership Team as related parties.

Principal Shareholders

The Group defines the TX Group AG, Ringier AG, Schweizerische Mobiliar Holding AG, and General Atlantic SC B.V. as its Principal Shareholders. Their shareholdings are as follows:

Collectively, the Principal Shareholders retain the majority of the voting rights in the Group, with one share equalling one vote (previous year: each shareholder had an equal share of 24.86% in voting rights). Irrespective of changes in shareholdings, the Group continues to classify its business relationships with the Principal Shareholders as related party transactions, due to the material transactions in connection with the IPO in the financial year 2025, the historically close relationship with the Principal Shareholders, and the fact that certain Principal Shareholders continue to hold seats on the Company’s Board of Directors.

Revenues from transactions with the Principal Shareholders arise from advertising and business services. Conversely, the Principal Shareholders and their subsidiaries have provided services to the Group in areas such as marketing, software development, and operations, and general business support.

As the IPO was a secondary offering only, the Principal Shareholders were the economic beneficiaries of the listing. Although the Group acted as the contracting party for various advisors and therefore initially incurred the costs, the majority of these expenses was recharged to the Principal Shareholders in accordance with a cost allocation agreement between the Principal Shareholders and the Company.

In 2024, the Group acquired Flatfox AG from a subsidiary of its Principal Shareholder, Schweizerische Mobiliar Holding AG. At the acquisition date, Flatfox AG had an outstanding loan payable to this entity. Under the transaction, the Group assumed 51% of the loan amount, while 49% remained with the seller. Consequently, this liability of Flatfox AG to a group company of a Principal Shareholder is recorded under financial liabilities in the Group's financial statements. The put option granted to this company is also recognised under financial liabilities whereas the call option was waived during the IPO process (refer to Note 4.3).

Board of Directors and Executive Leadership Team

Under Board of Directors and Executive Leadership Team, the Group discloses transactions with members of the Board of Directors, the Advisory Board, which served as an advisory body to the Board of Directors until the first day of trading, and the Executive Leadership Team.

The following tables provide the total amount of transactions for the relevant financial year that have been entered into with related parties.

Financial result comprises the fair value adjustment of CHF 1,299 thousand relating to the call option written by the Group to a group company of its Principal Shareholder Schweizerische Mobiliar Holding AG (refer to Note 4.4) and the interest income on loans granted to members of the Board of Directors and the Executive Leadership Team to finance the acquisition of SMG shares under the MEP (refer to Note 2.2).

Financial assets include the outstanding loans granted under the MEP, while other assets comprise receivables from the Principal Shareholders in respect of IPO-related costs recharged to them.

Key Management Compensation

The Group’s key management personnel comprises the members of the Board of Directors and the Executive Leadership Team. The disclosed compensation reflects the expenses recognised in the statement of profit or loss during the reporting period, irrespective of the actual date of payment or grant. It includes compensation for active members as well as for former members arising from their service period as key management personnel.

The increase in share-based compensation is mainly driven by a fair value adjustment of the PSP in the context of the IPO and the introduction of new share-based compensation plans (refer to Note 3.8).

The IPO altered the composition of the Board of Directors, and the compensation structure of the Group’s key management personnel subsequently was redesigned.

The members of the Board of Directors receive an annual base fee and, where applicable, annual committee fees, which are paid entirely in cash for ordinary members of the Board of Directors. The Chairperson of the Board of Directors receives the annual base fee in a mix of 60% in cash and 40% in equity, granted in the form of blocked shares of the Company. In addition, the Chairperson prior to the IPO was entitled to participate in the MEP and the PSP (refer to Note 2.2).

The compensation of the members of the Executive Leadership Team comprises a fixed base salary paid in cash, an annual cash short-term incentive, and the IPO LTI Award. In addition, each member of the Executive Leadership Team was eligible to participate in the MEP and the PSP (refer to Note 2.2).

Further information on the compensation of the Group’s key management personnel is provided in the Compensation Report.

5.1 Group Structure and Companies

SMG Swiss Marketplace Group Holding AG is the ultimate parent company and holds, directly or indirectly, the following companies.