Notes to the Condensed Consolidated Interim Financial Statements

General Information and Changes in Accounting Policies

General Disclosures

SMG Swiss Marketplace Group Holding AG (the Company) is a limited liability company incorporated under Swiss law, with its registered office located at Thurgauerstrasse 36 in 8050 Zurich, Switzerland. These condensed consolidated interim financial statements as at and for the six months ended 30 June 2026 (interim financial statements) encompass the Company and its subsidiaries (collectively referred to as the Group).

The Board of Directors of the Company approved the issuance of these interim financial statements on 18 August 2026.

Basis of Preparation

These interim financial statements for the six-month period ended 30 June 2026 were prepared in accordance with the standard IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended 31 December 2025 (last annual financial statements). They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards. However, selected notes are included to explain transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.

Accounting Policies

The accounting policies applied in these interim financial statements are consistent with those applied in the Group’s last annual financial statements. The IFRS amendments that came into effect on 1 January 2026 did not have a material effect on the Group’s interim financial statements.

The Group is preparing for the adoption of the standard IFRS 18 Presentation and Disclosure in Financial Statements and will provide comparative information for the first annual reporting period in which the standard becomes effective, which commences on 1 January 2027. The Group does not expected this to have a material impact on operating profit.

Significant Judgements, Estimates, and Assumptions

In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The judgements made by management are consistent with those applied in the last annual financial statements. Income taxes are calculated on the basis of an estimate of the expected income tax rate for the full year.

1 Segment Reporting

The Group consists of four independently managed business units: Real Estate, Automotive, General Marketplaces, and Finance & Insurance. These units are defined according to their underlying markets and the specific characteristics of the marketplaces in which the Group operates. The Group’s Central Services unit provides corporate functions that support the entire Group.

The reportable segments are Real Estate (RE), Automotive (AU), and General Marketplaces (GM). The business unit Finance & Insurance and the Group’s Central Services are disclosed under Other.

The operating segments are aligned with the Group’s management structure and internal reporting to the Chief Operating Decision Maker (CODM), identified as the Executive Leadership Team (ELT). The ELT monitors the operating results of each business unit individually to facilitate decisions regarding resource allocation and performance assessment. Eliminations are presented separately and include reconciling items related to intersegment revenues. Transactions between operating segments are conducted on an arm’s-length basis, comparable to transactions with third parties. All material revenues are generated in Switzerland and all significant non-current assets are located in Switzerland.

for the six months ended 30 June

2026

in CHF thousand

RE

AU

GM

Subtotal¹

Other

Eliminations

Total

Classified revenue

74,077

41,869

6,075

122,021

–

–

122,021

of which professional classified revenue

50,686

34,189

947

85,822

–

–

85,822

of which other classified revenue

23,391

7,680

5,128

36,199

–

–

36,199

Transactional revenue

–

868

28,020

28,888

–

–

28,888

Advertising revenue

809

1,128

2,964

4,901

97

–

4,998

Services & other operating revenue

13,893

373

3,774

18,040

5,810

–

23,850

Intersegment revenue

(256)

157

1,252

1,153

–

(1,153)

–

Revenue

88,523

44,395

42,085

175,003

5,907

(1,153)

179,757

Capitalised self-developed intangible assets

6,629

2,713

2,896

12,238

916

–

13,154

Adjusted operating expense

(39,470)

(16,759)

(24,437)

(80,666)

(11,923)

1,153

(91,436)

Adjusted EBITDA

55,682

30,349

20,544

106,575

(5,100)

–

101,475

Other segment information

Capital expenditure

(6,913)

(2,770)

(2,937)

(12,620)

(1,401)

–

(14,021)

Adjusted EBITDA less capex

48,769

27,579

17,607

93,955

(6,501)

–

87,454

1Total of reportable segments.

From 2026 onward, segment reporting includes a breakdown of classified revenues, consistent with the information presented to the CODM. Comparative information for the previous year has been amended accordingly.

for the six months ended 30 June

2025

in CHF thousand

RE

AU

GM

Subtotal¹

Other

Eliminations

Total

Classified revenue

65,856

37,660

5,182

108,698

–

–

108,698

of which professional classified revenue

46,214

29,873

1,038

77,125

–

–

77,125

of which other classified revenue

19,642

7,787

4,144

31,573

–

–

31,573

Transactional revenue

–

145

25,041

25,186

–

–

25,186

Advertising revenue

763

1,216

3,102

5,081

93

–

5,174

Services & other operating revenue

13,024

385

3,284

16,693

5,749

–

22,442

Intersegment revenue

(236)

151

646

561

–

(561)

–

Revenue

79,407

39,557

37,255

156,219

5,842

(561)

161,500

Capitalised self-developed intangible assets

7,430

2,494

3,416

13,340

966

–

14,306

Adjusted operating expense

(39,441)

(15,346)

(23,436)

(78,223)

(10,505)

561

(88,167)

Adjusted EBITDA

47,396

26,705

17,235

91,336

(3,697)

–

87,639

Other segment information

Capital expenditure

(7,892)

(2,623)

(3,435)

(13,950)

(2,455)

–

(16,405)

Adjusted EBITDA less capex

39,504

24,082

13,800

77,386

(6,152)

–

71,234

1Total of reportable segments.

Reconciliation of Adjusted Results

The reconciliation of Adjusted EBITDA to the result according to IFRS Accounting Standards is as follows:

for the six months ended 30 June | in CHF thousand

2026

2025

Profit after tax

56,372

28,161

Income tax

12,611

6,229

Profit before tax

68,983

34,390

Financial expense

1,819

3,294

Financial income

(210)

(233)

Profit before financial income/expense and tax

70,592

37,451

Depreciation, amortisation, and impairment

28,612

27,218

Adjustments related to¹

2,271

22,970

Share-based compensation

886

19,419

Mergers and acquisitions

9

518

Reorganisations

330

286

Preparation of the initial public offering

–

2,113

Selected IAS 19 pension components

1,046

634

Adjusted EBITDA

101,475

87,639

1Refer to Alternative Performance Measures for details on the adjustments.

The reconciliation of Adjusted EBITDA less capex is presented below:

for the six months ended 30 June | in CHF thousand

2026

2025

Adjusted EBITDA

101,475

87,639

Capital expenditure for

(14,021)

(16,405)

Acquisition of property, plant, and equipment

(611)

(321)

Development and acquisition of intangible assets

(13,410)

(16,084)

Adjusted EBITDA less capex

87,454

71,234

Seasonality of Operations

The Group operates in business areas where no significant seasonal or cyclical variations in sales are expected.

2 Personnel Expense

The personnel expense is as follows:

for the six months ended 30 June | in CHF thousand

2026

2025

Salary and wage expense

(47,132)

(48,246)

Social security expense

(4,696)

(4,512)

Expense for defined contribution plans

(2)

(57)

Expense for defined benefit plans

(3,520)

(3,152)

Expense for employee share-based compensation

(934)

(18,571)

Other personnel expense

(2,886)

(2,041)

Total personnel expense

(59,170)

(76,579)

of which relates to Switzerland

(49,484)

(67,900)

of which relates to other countries

(9,686)

(8,679)

Personnel expense decreased compared to the previous year, primarily due to the significant fair value adjustment of the cash-settled Phantom Stock Plan (PSP) recognised in the first half of 2025 in connection with the Group’s Initial Public Offering (IPO). In addition, the remeasurement of the final PSP awards upon settlement in May 2026 resulted in a gain of CHF 1,293 thousand, recognised as a reduction in personnel expense.

Share-Based Compensation

The Group’s share-based compensation plans at the reporting date are set out below, together with an update on material changes during the reporting period:

Phantom Stock Plan

The final portion of vested phantom stock awards was settled in May 2026 in accordance with the plan terms. Prior to settlement, the related provision was remeasured using the observable market share price, resulting in a fair value gain of CHF 1,293 thousand which was recognised as a reduction in personnel expense. The remaining liability of CHF 851 thousand was subsequently settled in cash. The plan is now fully settled and no further expense will be recognised.

Profit Growth Share Plan 2.0

Following approval of the 2025 profit growth pool by the Board of Directors, 1,410,480 profit growth share units were exercised and converted into 71,405 shares granted to eligible employees. The shares were measured at a fair value of CHF 27.40 per share, based on the observable market price at the grant date. After withholding shares for social security obligations, 65,060 net shares were delivered to participants.

Fair Value Measurement and Shares

at grant date | in CHF

Grant date

Fair value per share

Number of shares granted

Number of shares withheld

Number of shares delivered

Fair value at grant date

Performance Year 2025

31.03.2026

27.40

71,405

(6,345)

65,060

1,956,497

In addition, new profit growth share units were issued to eligible employees in respect of the 2026 financial year. The related service and performance period runs from 1 January to 31 December 2026, with the grant date expected in the first quarter of 2027 following approval of the profit growth pool by the Board of Directors. The related share-based compensation expense is recognised on a straight-line basis over the service period commencing on 1 January 2026.

IPO Long-Term Incentive Plan

There was no material change in the IPO Long-Term Incentive Plan (IPO LTI) during the reporting period, with the expectation of the vesting of awards according to the plan rules.

Long-Term Incentive Plan

The Long-Term Incentive Plan (LTIP) forms part of the Group’s recurring long-term incentive framework and was introduced following the IPO in 2025. The first awards were granted in April 2026 with vesting expected in March 2029. The LTIP is structured consistently in line with the IPO LTI.

Under the LTIP, eligible participants receive annual grants of performance share units (PSUs), each representing a conditional right to receive one share in the Company upon vesting. Vesting is subject to continued employment and the achievement of performance conditions based on 70% cumulative Adjusted EBIT before PPA and 30% relative total shareholder return (rTSR), measured over a three-year performance period (financial years 2026 to 2028). The LTIP is accounted for as an equity-settled share-based compensation plan. The grant-date fair value is determined using a Monte Carlo simulation and recognised as personnel expense on a straight-line basis over the vesting period.

Fair Value Measurement and Performance Share Units

at grant date | in CHF

Grant date

Fair value per PSU

Number of PSUs granted

Fair value at grant date

Vesting date

LTIP 2026

01.04.2026

28.48

195,871

5,578,406

31.03.2029

Blocked Shares Plan

In April 2026, the annual grant of blocked shares was made to the Chairperson of the Board of Directors under the Blocked Shares Plan. The grant-date fair value was based on the average market share price over the 20 trading days preceding the grant date.

Fair Value Measurement and Shares

at grant date | in CHF

Grant date

Fair value per share

Number of shares granted

Fair value at grant date

2026

21.04.2026

27.62

6,125

169,173

3 Financial Instruments

The table below presents the carrying amounts and fair values of financial instruments by category. It only includes components of the respective financial statement captions that qualify as financial instruments; accordingly, non-financial components are excluded and the amounts may not fully reconcile with the corresponding captions in the statement of financial position. Fair value information for lease liabilities is not disclosed, as they are exempt from such disclosure requirements.

2026

2025

at 30 June 2026 and 31 December 2025 | in CHF thousand

Carrying amount

Fair value

Carrying amount

Fair value

Financial assets

Cash and cash equivalents

67,653

67,653

92,664

92,664

Trade receivables

36,390

36,390

31,879

31,879

Other assets

8,501

8,501

15,260

15,260

Loan receivables

4,446

4,446

4,720

4,720

Other financial assets

932

932

914

914

Measured at amortised cost

117,922

117,922

145,437

145,437

Financial liabilities

Trade payables

3,512

3,512

4,675

4,675

Other liabilities

6,518

6,518

9,505

9,505

Interest-bearing borrowings¹

208,478

209,624

222,633

223,999

Non-controlling interest put liability¹

21,399

22,271

21,172

22,160

Measured at amortised cost

239,907

241,925

257,985

260,339

1The fair value for disclosure purposes is level 2 and is derived from current market interest rates available to the Group.

Financial Covenant

The Group’s bank loan is subject to a financial covenant, the breach of which could trigger an event of default. The covenant is tested semi-annually on a rolling basis. At the reporting date, the Group’s leverage ratio was 0.7x (at 31 December 2025: 0.8x), remaining below the covenant threshold of 3.25x.

4 Movements in Equity

Treasury Shares

Treasury shares represent the net balance of shares purchased on the market or repurchased from plan participants, and shares sold to new participants or allocated to participants in connection with the Group’s equity-settled share-based compensation plans.

Treasury share purchases during the reporting period are consistent with the company’s long-term planning approach. The timing and volume of these purchases are based on an assessment of future share requirements and management’s view of the current market valuation, and do not indicate an acceleration or increase in annual grant volumes.

The table below summarises movements in the Group’s treasury shares during the reporting period:

2026

2025¹

in CHF thousand

in number of shares

in CHF thousand

in number of shares

Balance at 1 January

2,301

60,012

852

36,680

Purchase of treasury shares

6,552

246,971

217

10,560

Sale of treasury shares

–

–

(982)

(30,400)

Allocation of treasury shares to employees

(1,783)

(65,060)

–

–

Allocation of treasury shares to members of the Board of Directors

(169)

(6,125)

–

–

Gain (loss) on sale/allocation of treasury shares

(645)

–

276

–

Balance at 30 June

6,256

235,798

363

16,840

1Previous year’s number of shares have been restated to reflect the impact of the pre-IPO restructuring. For further details, refer to the Annual Report 2025.

Under the Management Equity Plan (MEP), participants were able to obtain loans from the Group to finance the purchase of shares. To reflect the effective cash flows in the statement of cash flow, particularly in the event of a participant’s exit from the Group or a grant of new shares, the purchase of treasury shares is presented net of loan repayments by employees, while the sale of treasury shares is presented net of loans granted to employees.

Dividends Paid

On 21 April 2026, the Annual General Meeting approved a dividend of CHF 0.82 per eligible share for the 2025 financial year (previous year: CHF 0.61). The total distribution amounted to CHF 80,469 thousand (previous year: CHF 59,985 thousand). Due to Swiss withholding tax requirements, CHF 40,234.5 thousand of the distribution was paid out of tax-exempt capital contribution reserves, with the remainder paid out of other capital reserves.

5 Other Disclosures

This section covers information not already disclosed in other parts of the report.

Other Assets and Other Liabilities

As the IPO was structured solely as a secondary offering, the majority of related costs were recharged to the Principal Shareholders as the economic beneficiaries of the listing. At 31 December 2025, these recharged costs were recognised in other assets, while outstanding IPO-related third-party payables were recognised in other liabilities. In the first half of 2026, receivables from the Principal Shareholders of CHF 9,693 thousand were settled and third-party payables of CHF 4,849 thousand were paid, which accounts for the decrease in other assets and other liabilities compared with 31 December 2025.

Contract Liabilities

Contract liabilities increased by CHF 4,315 thousand to CHF 8,501 thousand as of 30 June 2026 (31 December 2025: CHF 4,186 thousand). This increase is mainly due to annual invoicing of customer contracts, with the majority of advance billing falling in the first half of the year.

Current Provisions

Current provisions decreased from CHF 3,228 thousand at 31 December 2025 to CHF 610 thousand at 30 June 2026. The decrease was primarily attributable to the full settlement of the phantom stock plan, as described in Note 2, resulting in the derecognition of the related provision of CHF 2,144 thousand. The remaining reduction mainly reflects lower restructuring and other provisions.

Events after the Reporting Date

Between the reporting date and issuance of these interim financial statements, there were no significant events that might impact the Group and that would therefore require disclosure.