Smartphoto Group N.V.

AGM Information • Apr 9, 2021

Detailed overview shareholders' rights

Extension agenda

One or more shareholders together holding at least 3% of the share capital of the company can add supplementary items to the agenda of the General Meeting and propose draft resolutions concerning the items included into the agenda or items to be included in it.

On the date they submitted an agenda item or a draft resolution as meant in the first paragraph, the shareholders prove that they represent the requisite share in the capital, based on a certificate of subscription of the shares in question in the shareholders' register, or by means of a certificate made up by an authorized account holder or a clearing institution, proving that the number of dematerialized shares in question is transferred to an account on their name.

The items to be discussed and the draft resolutions added to the agenda in application of this right, are only discussed when the share in the capital in question is registered at the registration date (28 April 2021).

Requests shall be formulated in writing and are accompanied – depending on the case – by the text of the items to be discussed and the corresponding draft resolutions, or by the text of the proposed resolutions to be included in the agenda.

A postal or email address will be mentioned to which the company sends the proof of receipt of these requests.

These requests should reach the company not later than 20 April 2021. They can be sent electronically to the company, on the following address: maggy.vandenstock@smartphoto.com.

The company confirms the receipt of these requests within a period of forty-eight hours as from the moment of receipt. Requests sent electronically between 18H00 on Friday and 24H00 on Sunday are, for purposes of the above mentioned receipt confirmation, supposed to be received at 09H00 on Monday morning.

At the latest on 27 April 2021 a new agenda will be published, including the additional items to be discussed and the corresponding draft resolutions, and/or merely with the resolutions that would be formulated.

When appropriate, the company makes the new forms that can be used for voting by proxy available on her website.

The original proxies remain valid for the agenda items to be discussed and for which the proxy is meant. The proxy holder can, for the agenda items to be discussed and for which new draft resolutions have been proposed in application of this provision, deviate from the possible instructions of the principal during the meeting, if the execution of those instructions could damage the principal's interests. The proxy holder should inform the principal about this.

Right to ask questions

The shareholders have the right to ask questions to the directors and auditors in writing concerning their report or the agenda items, insofar the communication of data or facts is not detrimental to the business interests of the company or the confidentiality to which the company or its directors are committed.

The questions will be answered during the meeting by, depending on the case, the directors or the auditor, insofar those shareholders fulfill the formalities to be admitted to the meeting.

Those questions can be directed electronically to maggy.vandenstock@smartphoto.com of the Company, on 6 May 2021 at the latest.

Participation at distance, electronically

The Board of Directors has decided that the Annual General Meeting of Shareholders will not be organised electronically, but that the meeting will take place physically. In view of the security measures regarding Covid-19, the Board of Directors emphasizes that every shareholder has the possibility to use proxies.

Voting at distance, by correspondence

Voting at distance, by correspondence, is not allowed.