Smartphoto Group N.V.

AGM Information • Apr 6, 2012

PUBLIC COMPANY "SPECTOR PHOTO GROUP", in short "SPECTOR" Public company making an appeal to the savings' system 9230 Wetteren, Kwatrechtsteenweg 160 RPR Dendermonde 0405.706.755

Convocation to the Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders of the Company will be held on Wednesday, May 9th 2012 at 14H00 at the registered office of the Company in 9230 Wetteren, Kwatrechtsteenweg 160, in order to discuss and decide on the following agenda:

• 1. Discussion of the annual report of the Board of Directors with respect to the statutory and consolidated annual accounts concerning the financial year closed on December 31st 2011.
• 1. Discussion of the reports of the Committee of Statutory Auditors with respect to the statutory and consolidated annual accounts concerning the financial year closed on December 31st 2011.
• 1. Discussion and approval of the statutory annual accounts concerning the financial year closed on December 31st 2011, including the appropriation of the result, as proposed by the Board of Directors.

Proposed resolution:

'The Meeting discusses the statutory annual accounts concerning the financial year closed on December 31st 2011, including the appropriation of the result. The Meeting approves the annual accounts closed on December 31st 2011, including the appropriation of the result as proposed by the Board of Directors in its annual report.'

• 1. Discussion of the consolidated annual accounts concerning the financial year 2011.
• 1. Discussion and approval of the remuneration report.

Proposed resolution:

'The Meeting discusses the remuneration report. The Meeting approves the remuneration report.'

1. Discharge of liability of the directors and the Committee of Statutory Auditors concerning the financial year closed on December 31st 2011.

Proposed resolution:

'The Meeting grants, by separate vote, discharge of liability of the directors and the auditors for the exercise of their mandate during the financial year closed on December 31st 2011.'

1. Miscellaneous.

Conditions of participation

The right to participate to the General Meeting is granted based on the accounting registration of the shares in name of the shareholder, at the registration date of 25 April 2012 at 24H00, by (i) the registration in the shareholders' register of the Company (registered shares), or by (ii) the registration in the accounts of an authorized account holder or clearing institution (dematerialized shares), or by (iii) the submission of the shares to a financial institution (bearer shares). The authorized account holder or the clearing institution or the financial institution provides the

shareholder with a certificate reflecting the amount of shares which the shareholder wishes to participate in the General Meeting. Only the shareholders that are actually shareholder on the mentioned registration date of 25 April 2012, and who can demonstrate this on the basis of such a certificate or registration in the shareholders' register of the company, can participate to the General Meeting. Each shareholder should express to the Company his intention of participating to the General Meeting on May 3rd 2012 at the latest, by transferring this certificate to the Board of Directors. The registered shareholders and the warrant holders should also express in writing their intention to participate to the General Meeting to the Board of Directors, no later than May 3rd 2012. The warrant holders are informed that they are allowed to attend the General Meeting, but only with an advisory vote.

Use of proxies

Each shareholder can give proxy to represent him at the General Meeting by means of a document carrying his signature (including the digital signature as meant in article 1322, par. 2 Civil Code) and which has been communicated by letter, fax or by e-mail (or by any other means mentioned in article 2281 Civil Code). The proxy holder should not be a shareholder. Except as stipulated in article 547 bis of the Company Law, only one proxy holder can be appointed. The proxy holder should vote according to the instructions of the shareholder. Therefore each proxy holder keeps a special register.

In case of a potential conflict of interest between the shareholder and the appointed proxy holder, the proxy holder should reveal the precise facts that are of interest to the shareholder in order to judge whether the proxy holder risks to pursue another interest than the shareholder's interest. When this case occurs, the proxy holder may only vote in the shareholder's name provided that he disposes of specific voting instructions for each agenda item. There is in particular a conflict of interest when the proxy holder: 1° is the company itself or an entity controlled by the company; or a shareholder controlling the company, or another entity controlled by such a shareholder; 2° is a member of the Board of Directors or of the governing bodies of the company, of a shareholder controlling the company or of a controlled entity as meant in 1°; 3° is an employee or an auditor of the company, of the shareholder controlling the company, or of a controlled entity as meant in 1°; 4° has a parent band with a natural person as referred to in 1° to 3°, or is the husband/wife, the legal cohabitant partner of such person or a relative of such a person.

A draft proxy taking into account the aforementioned provisions is available on the Company's website, as specified below.

The proxies should be deposited at the registered office of the Company no later than May 3rd 2012.

Shareholders' rights

For a comprehensive and detailed description of the specific terms and conditions of the shareholders' rights as described below reference is made to the information made available on the website of the Company as referred to hereinafter.

- Enlargement of the 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. These requests should reach the Company not later than 17 April 2012. They can be sent electronically to the Company, on the following address: vdstockm@spector.be. The company confirms receipt of these requests within a period of forty-eight hours from the moment of receipt. At the latest on 24 April 2012 a new agenda will be published, including the additional items to be discussed and the corresponding draft resolutions, and/or merely including the resolutions that would be formulated. Right to ask questions

The shareholders have the right to ask questions to the directors and auditors during the General Meeting or upfront (in writing) concerning their report or the agenda items. Those questions can be asked by electronic way to vdstockm@spector.be, on 3 May 2012 at the latest.

Participation and voting by correspondence or by electronic means

Voting by correspondence or by electronic means is not possible.

Participating to the General Meeting at distance or remote voting is not allowed. Information for inspection and acquisition

Free Translation

This convocation, the yearly financial report (according to article 12 of R.D. of 14 November 2007), the proxy forms, the information with respect to the rights of the shareholders and other information provided by law will be made available as from 6 April 2012 on the website of the Company: www.spectorphotogroup.com. As from the same date on these documents are also available at the registered office of the Company, against submission of the securities.

The Board of Directors